02.08.2016 Views

LOCKHEED MARTIN CORPORATION

2015-Annual-Report

2015-Annual-Report

SHOW MORE
SHOW LESS

Create successful ePaper yourself

Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.

<strong>LOCKHEED</strong> <strong>MARTIN</strong> <strong>CORPORATION</strong><br />

2015 ANNUAL REPORT


FINANCIAL HIGHLIGHTS<br />

In millions, except per share data 2015 2014 2013<br />

Net Sales $46,132 $45,600 $45,358<br />

Segment Operating Profit 5,486 5,588 5,752<br />

Consolidated Operating Profit 5,436 5,592 4,505<br />

Net Earnings From Continuing Operations 3,605 3,614 2,950<br />

Net Earnings 3,605 3,614 2,981<br />

Diluted Earnings Per Common Share<br />

Continuing Operations 11.46 11.21 9.04<br />

Net Earnings 11.46 11.21 9.13<br />

Cash Dividends Per Common Share 6.15 5.49 4.78<br />

Average Diluted Common Shares Outstanding 315 322 327<br />

Cash and Cash Equivalents $ 1,090 $ 1,446 $ 2,617<br />

Total Assets 49,128 37,046 36,163<br />

Total Debt, net 15,261 6,142 6,127<br />

Stockholders’ Equity 3,097 3,400 4,918<br />

Common Shares Outstanding at Year-End 305 316 321<br />

Net Cash Provided by Operating Activities $ 5,101 $ 3,866 $ 4,546<br />

NOTE: For additional information regarding the amounts presented above see the Form 10-K portion of this Annual Report.<br />

A reconciliation of Segment Operating Profit to Consolidated Operating Profit is included on the page preceding the back<br />

cover of this Annual Report.<br />

On the Cover: The Sikorsky Black Hawk helicopter<br />

Known for its superior performance and versatility, the legendary Sikorsky Black Hawk helicopter has been the military<br />

helicopter of choice for 27 nations since it entered service with the U.S. Army in 1979.


DEAR FELLOW STOCKHOLDERS:<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Our Leadership Team (from left to right): Sondra L. Barbour, Executive Vice President, Information Systems & Global Solutions; Richard F. Ambrose, Executive Vice<br />

President, Space Systems; Bruce L. Tanner, Executive Vice President and Chief Financial Officer; Marillyn A. Hewson, Chairman, President and Chief Executive Officer;<br />

Richard H. Edwards, Executive Vice President, Missiles and Fire Control; Orlando P. Carvalho, Executive Vice President, Aeronautics; and Dale P. Bennett, Executive<br />

Vice President, Mission Systems and Training.<br />

I<br />

2015 Annual Report


OUTSTANDING FINANCIAL PERFORMANCE<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

total stockholder return in 2015—significantly<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

and returned a significant portion of it to our<br />

<br />

<br />

<br />

<br />

120 percent of free cash flow to stockholders<br />

<br />

DELIVERING FOR OUR CUSTOMERS<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

done this with a continued focus on the superior<br />

<br />

<br />

<br />

<br />

<br />

<br />

Producing the world’s most advanced aircraft:<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Promoting a strong missile defense:<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Lockheed Martin Corporation<br />

II


Lockheed Martin Chairman, President and CEO Marillyn Hewson in the Orion Multipurpose Crew Vehicle cockpit simulator at the<br />

Lockheed Martin Global Vision Center in Arlington, Virginia.<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Detecting threats on land and at sea:<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Expanding the boundaries of Space Exploration:<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

III<br />

2015 Annual Report


construction is well underway following successful<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

POSITIONING FOR THE FUTURE<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Innovation with Purpose:<br />

<br />

<br />

<br />

<br />

<br />

<br />

why we increased our independent research and<br />

<br />

<br />

<br />

<br />

Directed Energy:<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Autonomy / Robotics: Lockheed Martin has<br />

<br />

<br />

<br />

<br />

<br />

pounds of water in one hour during firefighting<br />

<br />

<br />

<br />

<br />

Hybrid Airships:<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

International Growth: As part of our growth<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

Lockheed Martin Corporation<br />

IV


More than 4,800 Lockheed Martin employees volunteered at more than 140 events around the world during the Month of Giving<br />

in October. Lockheed Martin also raised more than $9 million through workplace giving campaigns.<br />

<br />

<br />

<br />

<br />

and supports our international growth strategy in<br />

<br />

<br />

<br />

<br />

<br />

<br />

presence in these nations helps us to strengthen our<br />

<br />

<br />

<br />

facilities and strong relationships in countries with<br />

<br />

LOOKING TO THE FUTURE<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

<br />

This letter includes references to segment operating profit, segment margin and free cash flow, which are non-GAAP financial measures.<br />

For reconciliations between our non-GAAP measures and the nearest GAAP measures, please refer to the page preceding the back cover<br />

of this Annual Report. Additionally, this letter includes statements that, to the extent they are not recitations of historical fact, constitute<br />

forward-looking statements within the meaning of the federal securities laws, and are based on Lockheed Martin’s current expectations<br />

and assumptions. For a discussion identifying important factors that could cause actual results to vary materially from those anticipated<br />

in the forward-looking statements, see the Corporation’s filings with the SEC including, but not limited to, “Management’s Discussion and<br />

Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Form 10-K portion of this Annual Report.<br />

V<br />

2015 Annual Report


CORPORATE DIRECTORY<br />

(As of February 24, 2016)<br />

BOARD OF DIRECTORS<br />

Daniel F. Akerson<br />

Retired Vice Chairman<br />

The Carlyle Group<br />

Nolan D. Archibald<br />

Retired Chairman, President and<br />

Chief Executive Officer<br />

The Black & Decker Corporation<br />

Rosalind G. Brewer<br />

President and<br />

Chief Executive Officer<br />

Sam’s Club (a division of<br />

Wal-Mart Stores, Inc.)<br />

David B. Burritt<br />

Executive Vice President and<br />

Chief Financial Officer<br />

United States Steel Corporation<br />

Bruce A. Carlson<br />

Retired General<br />

United States Air Force<br />

James O. Ellis, Jr.<br />

Retired President and<br />

Chief Executive Officer<br />

Institute of Nuclear Power<br />

Operations<br />

Thomas J. Falk<br />

Chairman and<br />

Chief Executive Officer<br />

Kimberly-Clark Corporation<br />

Marillyn A. Hewson<br />

Chairman, President and<br />

Chief Executive Officer<br />

Lockheed Martin Corporation<br />

Gwendolyn S. King<br />

President<br />

Podium Prose<br />

(A Washington, D.C.<br />

Speaker’s Bureau)<br />

James M. Loy<br />

Senior Counselor<br />

The Cohen Group<br />

Joseph W. Ralston<br />

Vice Chairman<br />

The Cohen Group<br />

Anne Stevens<br />

Retired Chairman and<br />

Principal<br />

SA IT Services<br />

EXECUTIVE OFFICERS<br />

Richard F. Ambrose<br />

Executive Vice President<br />

Space Systems<br />

Sondra L. Barbour<br />

Executive Vice President<br />

Information Systems<br />

& Global Solutions<br />

Dale P. Bennett<br />

Executive Vice President<br />

Mission Systems and Training<br />

Orlando P. Carvalho<br />

Executive Vice President<br />

Aeronautics<br />

Brian P. Colan<br />

Vice President, Controller and<br />

Chief Accounting Officer<br />

Richard H. Edwards<br />

Executive Vice President<br />

Missiles and Fire Control<br />

Marillyn A. Hewson<br />

Chairman, President and<br />

Chief Executive Officer<br />

Maryanne R. Lavan<br />

Senior Vice President,<br />

General Counsel and<br />

Corporate Secretary<br />

Kenneth R. Possenriede<br />

Vice President and Treasurer<br />

Bruce L. Tanner<br />

Executive Vice President and<br />

Chief Financial Officer<br />

Lockheed Martin Corporation<br />

VI


UNITED STATES<br />

SECURITIES AND EXCHANGE COMMISSION<br />

Washington, D.C. 20549<br />

Form 10-K<br />

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF<br />

THE SECURITIES EXCHANGE ACT OF 1934<br />

For the fiscal year ended December 31, 2015<br />

Commission file number 1-11437<br />

<strong>LOCKHEED</strong> <strong>MARTIN</strong> <strong>CORPORATION</strong><br />

(Exact name of registrant as specified in its charter)<br />

Maryland 52-1893632<br />

(State or other jurisdiction of<br />

(I.R.S. Employer<br />

incorporation or organization)<br />

Identification No.)<br />

6801 Rockledge Drive, Bethesda, Maryland 20817-1877 (301/897-6000)<br />

(Address and telephone number of principal executive offices)<br />

Securities registered pursuant to Section 12(b) of the Act:<br />

Title of each class<br />

Common Stock, $1 par value<br />

Name of each exchange on which registered<br />

New York Stock Exchange<br />

Securities registered pursuant to Section 12(g) of the Act: None<br />

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.<br />

Yes È No ‘<br />

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.<br />

Yes ‘ No È<br />

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the<br />

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required<br />

to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘<br />

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every<br />

Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)<br />

during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).<br />

Yes È No ‘<br />

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is<br />

not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information<br />

statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È<br />

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a<br />

smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting<br />

company” in Rule 12b-2 of the Exchange Act.<br />

Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘<br />

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange<br />

Act). Yes ‘ No È<br />

The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant computed by<br />

reference to the last sales price of such stock, as of the last business day of the registrant’s most recently completed second<br />

fiscal quarter, which was June 26, 2015, was approximately $58.2 billion.<br />

There were 305,487,347 shares of our common stock, $1 par value per share, outstanding as of January 29, 2016.<br />

DOCUMENTS INCORPORATED BY REFERENCE<br />

Portions of Lockheed Martin Corporation’s 2016 Definitive Proxy Statement are incorporated by reference into Part III of<br />

this Form 10-K.


Lockheed Martin Corporation<br />

Form 10-K<br />

For the Year Ended December 31, 2015<br />

Table of Contents<br />

PART I<br />

Page<br />

ITEM 1. Business ....................................................................... 3<br />

ITEM 1A. Risk Factors .................................................................... 11<br />

ITEM 1B. Unresolved Staff Comments ....................................................... 21<br />

ITEM 2. Properties ...................................................................... 21<br />

ITEM 3. Legal Proceedings ............................................................... 22<br />

ITEM 4. Mine Safety Disclosures ........................................................... 22<br />

ITEM 4(a). Executive Officers of the Registrant ................................................. 23<br />

PART II<br />

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of<br />

Equity Securities .............................................................. 25<br />

ITEM 6. Selected Financial Data ........................................................... 27<br />

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ...... 28<br />

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk .............................. 64<br />

ITEM 8. Financial Statements and Supplementary Data ......................................... 66<br />

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...... 107<br />

ITEM 9A. Controls and Procedures ........................................................... 107<br />

ITEM 9B. Other Information ................................................................ 109<br />

PART III<br />

ITEM 10. Directors, Executive Officers and Corporate Governance ................................. 109<br />

ITEM 11. Executive Compensation .......................................................... 109<br />

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder<br />

Matters ...................................................................... 109<br />

ITEM 13. Certain Relationships and Related Transactions, and Director Independence .................. 109<br />

ITEM 14. Principal Accountant Fees and Services .............................................. 109<br />

PART IV<br />

ITEM 15. Exhibits and Financial Statement Schedules ........................................... 110<br />

SIGNATURES ................................................................................ 114


PART I<br />

ITEM 1.<br />

Business.<br />

General<br />

We are a global security and aerospace company principally engaged in the research, design, development, manufacture,<br />

integration and sustainment of advanced technology systems, products and services. We also provide a broad range of<br />

management, engineering, technical, scientific, logistics and information services. We serve both U.S. and international<br />

customers with products and services that have defense, civil and commercial applications, with our principal customers<br />

being agencies of the U.S. Government. In 2015, 78% of our $46.1 billion in net sales were from the U.S. Government, either<br />

as a prime contractor or as a subcontractor (including 58% from the Department of Defense (DoD)), 21% were from<br />

international customers (including foreign military sales (FMS) contracted through the U.S. Government) and 1% were from<br />

U.S. commercial and other customers. Our main areas of focus are in defense, space, intelligence, homeland security and<br />

information technology, including cybersecurity.<br />

We operate in an environment characterized by both increasing complexity in global security and continuing economic<br />

pressures in the U.S. and globally. A significant component of our strategy in this environment is to focus on program<br />

execution, improving the quality and predictability of the delivery of our products and services, and placing security<br />

capability quickly into the hands of our U.S. and international customers at affordable prices. Recognizing that our customers<br />

are resource constrained, we are endeavoring to develop and extend our portfolio domestically in a disciplined manner with a<br />

focus on adjacent markets close to our core capabilities, as well as growing our international sales. We continue to focus on<br />

affordability initiatives. We also expect to continue to invest in technologies to fulfill new mission requirements for our<br />

customers and invest in our people so that we have the technical skills necessary to succeed without limiting our ability to<br />

return cash to our investors in the form of dividends and share repurchases.<br />

We operate in five business segments: Aeronautics, Information Systems & Global Solutions (IS&GS), Missiles and<br />

Fire Control (MFC), Mission Systems and Training (MST) and Space Systems. We organize our business segments based on<br />

the nature of the products and services offered.<br />

Strategic Actions<br />

Acquisition of Sikorsky Aircraft Corporation<br />

On November 6, 2015, pursuant to a Stock Purchase Agreement, dated as of July 19, 2015 by and between us and United<br />

Technologies Corporation (UTC) and certain wholly-owned subsidiaries of UTC, we completed the acquisition of Sikorsky<br />

Aircraft Corporation (Sikorsky) for $9.0 billion, net of cash acquired. Sikorsky, a global company primarily engaged in the<br />

design, manufacture and support of military and commercial helicopters, has become a wholly-owned subsidiary of ours,<br />

aligned under the MST business segment. We funded the acquisition with new debt issuances, commercial paper and cash on<br />

hand. We and UTC made a joint election under Section 338(h)(10) of the Internal Revenue Code, which treats the transaction<br />

as an asset purchase for tax purposes. This election generates a cash tax benefit with an estimated net present value of<br />

$1.9 billion for us and our stockholders. The financial results of the acquired Sikorsky business have been included in our<br />

consolidated results of operations from the November 6, 2015 acquisition date through December 31, 2015. Accordingly, the<br />

consolidated financial results for the year ended December 31, 2015 do not reflect a full year of Sikorsky operations.<br />

Strategic Review of Government Information Technology (IT) and Technical Services Businesses<br />

Information Systems & Global Solutions Divestiture<br />

On January 26, 2016 we entered into definitive agreements to separate and combine our IS&GS business segment with<br />

Leidos Holdings, Inc. (Leidos) in a tax-efficient Reverse Morris Trust transaction anticipated to unlock approximately<br />

$5.0 billion in estimated enterprise value for our stockholders, including a $1.8 billion one-time special cash payment to us.<br />

We intend to use the net proceeds of the transaction to repay debt, pay dividends or repurchase our stock. Additionally, our<br />

stockholders will receive approximately 50.5 percent of the outstanding equity of Leidos on a fully diluted basis<br />

(approximately 77 million shares) with an estimated value of $3.2 billion based on Leidos’ stock price on the date of<br />

announcement. However, the actual value of the stock to be received by our stockholders will depend on the value of such<br />

shares at the time of closing of the transaction and our stockholders may receive more or less than the anticipated value. At<br />

our election, the distribution may be effected by means of a pro rata dividend in a spin-off transaction or in an exchange offer<br />

3


for outstanding Lockheed Martin shares in a split-off transaction. The transaction structure, which is subject to market<br />

conditions, is currently contemplated to be a split-off transaction resulting in a decrease in our outstanding common shares<br />

and a significant book gain at closing. In a split-off transaction, only those stockholders that elect to participate will receive<br />

Leidos shares in the merger transaction, provided, that, if the exchange offer is not fully subscribed, Lockheed Martin will<br />

spin-off the remaining shares to be converted into Leidos stock in the merger pro rata.<br />

Subsequent to the program realignment described below, our IS&GS business segment represents the government IT and<br />

technical services businesses that were under strategic review. The transaction is expected to close in the third or fourth<br />

quarter of 2016. Until closing, IS&GS will operate as a business segment and financial results for the IS&GS business<br />

segment will be reported in our continuing operations.<br />

Program Realignment<br />

During the fourth quarter of 2015, we realigned certain programs among our business segments in connection with the<br />

strategic review of our government IT and technical services businesses. As part of the realignment:<br />

• command, control, communications, computers, intelligence, surveillance and reconnaissance (C4ISR) and government<br />

cyber programs were transferred from the IS&GS business segment to the MST business segment;<br />

• energy solutions programs were transferred from the IS&GS business segment to the MFC business segment;<br />

• space ground station programs were transferred from the IS&GS business segment to Space Systems business segment;<br />

and<br />

• technical services programs were transferred from the MFC business segment to the IS&GS business segment.<br />

In connection with the realignment, goodwill was reallocated between affected reporting units on a relative fair value<br />

basis. We performed goodwill impairment tests prior and subsequent to the realignment, and there was no indication of<br />

goodwill impairment.<br />

Subsequent to the program realignment, the government IT and technical services businesses that were under strategic<br />

review are now aligned under the IS&GS business segment.<br />

Business Segments<br />

The amounts, discussion and presentation of our business segments as set forth in this Annual Report on Form 10-K<br />

reflect the program realignment described above for all periods presented. The realignment did not impact our consolidated<br />

results of operations. See “Note 5 – Information on Business Segments” for additional information including revised<br />

historical segment results under our new structure.<br />

Aeronautics<br />

In 2015, our Aeronautics business segment generated net sales of $15.6 billion, which represented 34% of our total<br />

consolidated net sales. Aeronautics’ customers include the military services and various other government agencies of the<br />

U.S. and other countries. In 2015, U.S. Government customers accounted for 72% and international customers accounted for<br />

28% of Aeronautics’ net sales. Net sales from Aeronautics’ combat aircraft products and services represented 25%, 23%, and<br />

21% of our total consolidated net sales in 2015, 2014, and 2013.<br />

Aeronautics is engaged in the research, design, development, manufacture, integration, sustainment, support and upgrade<br />

of advanced military aircraft, including combat and air mobility aircraft, unmanned air vehicles and related technologies.<br />

Aeronautics’ major programs include:<br />

• F-35 Lightning II Joint Strike Fighter – international multi-role, multi-variant, fifth generation stealth fighter<br />

• C-130 Hercules – international tactical airlifter<br />

• F-16 Fighting Falcon – low-cost, combat-proven, international multi-role fighter<br />

• C-5M Super Galaxy – strategic airlifter<br />

• F-22 Raptor – air dominance and multi-mission fifth generation stealth fighter.<br />

The F-35 program is our largest program, generating 20% of our total consolidated net sales, as well as 59% of<br />

Aeronautics’ net sales in 2015. The F-35 program consists of development contracts, multiple production contracts, and<br />

4


sustainment activities. The development contracts are being performed concurrent with the production contracts. Concurrent<br />

performance of development and production contracts is used for complex programs to test aircraft, shorten the time to field<br />

systems and achieve overall cost savings. We expect the System Development and Demonstration portion of the<br />

development contracts will be substantially complete in 2017, with less significant efforts continuing into 2019. Production<br />

of the aircraft is expected to continue for many years given the U.S. Government’s current inventory objective of<br />

2,443 aircraft for the Air Force, Marine Corps and Navy; commitments from our eight international partners and three<br />

international customers; as well as expressions of interest from other countries. During 2015, we delivered 45 aircraft to our<br />

U.S. and international partners, resulting in total deliveries of 154 production aircraft as of December 31, 2015. We have<br />

114 production aircraft in backlog as of December 31, 2015, including orders from our international partners. For additional<br />

information on the F-35 program, see “Status of the F-35 Program” in Management’s Discussion and Analysis of Financial<br />

Condition and Results of Operations.<br />

Aeronautics produces and provides support and sustainment services for the C-130J Super Hercules, as well as upgrades<br />

and support services for the legacy C-130 Hercules worldwide fleet. We delivered 21 C-130J aircraft in 2015, including one<br />

to international customers. We have 97 aircraft in our backlog as of December 31, 2015 with advanced funding from<br />

customers for additional C-130J aircraft not currently in backlog. Our C-130J backlog extends into 2020.<br />

Aeronautics currently produces F-16 aircraft for international customers. Aeronautics also provides service-life<br />

extension, modernization and other upgrade programs for our customers’ F-16 aircraft. We delivered 11 F-16 aircraft in<br />

2015. As of December 31, 2015, we have 20 F-16 aircraft in backlog with backlog extending into 2017.<br />

Aeronautics provides sustainment services for the existing U.S. Air Force C-5 Galaxy fleet and modernization activities<br />

to convert 49 C-5 Galaxy aircraft to the C-5M Super Galaxy configuration. These modernization activities include the<br />

installation of new engines, landing gear and systems and other improvements that enable a shorter takeoff, a higher climb<br />

rate, an increased cargo load and longer flight range. As of December 31, 2015, we had delivered 29 C-5M aircraft under<br />

these modernization activities, including nine C-5M aircraft delivered in 2015. As of December 31, 2015, we have<br />

20 C-5 aircraft in backlog with backlog extending into 2018.<br />

While production and deliveries of F-22 aircraft were completed in 2012, Aeronautics continues to provide<br />

modernization and sustainment activities for the U.S. Air Force’s F-22 aircraft fleet. The modernization program comprises<br />

upgrading existing systems requirements, developing new systems requirements, adding capabilities and enhancing the<br />

performance of the weapon systems. The sustainment program consists of sustaining the weapon systems of the F-22 fleet,<br />

providing training systems, customer support, integrated support planning, supply chain management, aircraft modifications<br />

and heavy maintenance, systems engineering and support products.<br />

In addition to the above aircraft programs, Aeronautics is involved in advanced development programs incorporating<br />

innovative design and rapid prototype applications. Our Advanced Development Programs (ADP) organization, also known<br />

as Skunk Works ® , is focused on future systems, including unmanned aerial systems and next generation capabilities for<br />

advanced strike, intelligence, surveillance, reconnaissance, situational awareness and air mobility. We continue to explore<br />

technology advancement and insertion in our existing aircraft. We also are involved in numerous network-enabled activities<br />

that allow separate systems to work together to increase effectiveness and we continue to invest in new technologies to<br />

maintain and enhance competitiveness in military aircraft design, development and production.<br />

Information Systems & Global Solutions<br />

In 2015, our IS&GS business segment generated net sales of $5.6 billion, which represented 12% of our total<br />

consolidated net sales. IS&GS’ customers include various government agencies of the U.S. and other countries, military<br />

services, as well as commercial and other customers. In 2015, U.S. Government customers accounted for 89%, international<br />

customers accounted for 9% and U.S. commercial and other customers accounted for 2% of IS&GS’ net sales. IS&GS has<br />

been impacted by the continued downturn in certain federal agencies’ information technology budgets and increased<br />

re-competition on existing contracts coupled with the fragmentation of large contracts into multiple smaller contracts that are<br />

awarded primarily on the basis of price.<br />

5


IS&GS provides advanced technology systems and expertise, integrated information technology solutions and<br />

management services across a broad spectrum of applications for civil, defense, intelligence and other government<br />

customers. In addition, IS&GS supports the needs of customers in data analytics, data center operation and air traffic<br />

management. IS&GS provides network-enabled situational awareness and integrates complex global systems to help our<br />

customers gather, analyze and securely distribute critical data. While IS&GS has a portfolio of many smaller contracts, as<br />

compared to our other business segments, this business segment’s major programs include:<br />

• The Hanford Mission Support contract, a program to provide infrastructure and site support services to the Department of<br />

Energy.<br />

• The En Route Automation Modernization (ERAM) contract, a program to replace the Federal Aviation Administration’s<br />

infrastructure with a modern automation environment that includes new functions and capabilities.<br />

• QTC business that provides IT-enabled case management of outsourced medical evaluations for federal, state and<br />

commercial customers.<br />

• The National Science Foundation Antarctic Support program, which manages sites and equipment to enable universities,<br />

research institutions and federal agencies to conduct scientific research in the Antarctic.<br />

IS&GS’ Technical Services business, which has been realigned to IS&GS from our MFC business segment as part of our<br />

strategic review, provides a comprehensive portfolio of technical and sustainment services to enhance our customers’<br />

mission success, with core capabilities in engineering services; global aviation solutions; command, control,<br />

communications, computers, intelligence, surveillance and reconnaissance (C4ISR) product support; counter threat services;<br />

and education and sustainment services.<br />

Missiles and Fire Control<br />

In 2015, our MFC business segment generated net sales of $6.7 billion, which represented 14% of our total consolidated<br />

net sales. MFC’s customers include the military services, principally the U.S. Army, and various government agencies of the<br />

U.S. and other countries, as well as commercial and other customers. In 2015, U.S. Government customers accounted for<br />

61%, international customers accounted for 36% and U.S. commercial and other customers accounted for 3% of MFC’s net<br />

sales.<br />

MFC provides air and missile defense systems; tactical missiles and air-to-ground precision strike weapon systems;<br />

logistics; fire control systems; mission operations support, readiness, engineering support and integration services; manned<br />

and unmanned ground vehicles; and energy management solutions. MFC’s major programs include:<br />

• The Patriot Advanced Capability-3 (PAC-3) and Terminal High Altitude Area Defense (THAAD) air and missile defense<br />

programs. PAC-3 is an advanced defensive missile for the U.S. Army and international customers designed to intercept<br />

and eliminate incoming airborne threats using kinetic energy. THAAD is a transportable defensive missile system for the<br />

U.S. Government and international customers designed to engage targets both within and outside of the Earth’s<br />

atmosphere.<br />

• The Multiple Launch Rocket System (MLRS), Hellfire, Joint Air-to-Surface Standoff Missile (JASSM) and Javelin<br />

tactical missile programs. MLRS is a highly mobile, automatic system that fires surface-to-surface rockets and missiles<br />

from the M270 and High Mobility Artillery Rocket System platforms produced for the U.S. Army and international<br />

customers. Hellfire is an air-to-ground missile used on rotary and fixed-wing aircraft, which is produced for the U.S.<br />

Army, Navy, Marine Corps and international customers. JASSM is an air-to-ground missile launched from fixed-wing<br />

aircraft, which is produced for the U.S. Air Force and international customers. Javelin is a shoulder-fired anti-armor<br />

rocket system, which is produced for the U.S. Army, Marine Corps and international customers.<br />

• The Apache, Sniper ® and Low Altitude Navigation and Targeting Infrared for Night (LANTIRN ® ) fire control systems<br />

programs. The Apache fire control system provides weapons targeting capability for the Apache helicopter for the U.S.<br />

Army and international customers. Sniper ® is a targeting system for several fixed-wing aircraft and LANTIRN ® is a<br />

combined navigation and targeting system for several fixed-wing aircraft. Both Sniper ® and LANTIRN ® are produced for<br />

the U.S. Air Force and international customers.<br />

• The Special Operations Forces Contractor Logistics Support Services (SOF CLSS) program provides logistics support<br />

services to the special operations forces of the U.S. military.<br />

Mission Systems and Training<br />

In 2015, our MST business segment generated net sales of $9.1 billion, which represented 20% of our total consolidated<br />

net sales. MST’s customers include the military services, principally the U.S. Navy, and various government agencies of the<br />

6


U.S. and other countries, as well as commercial and other customers. In 2015, U.S. Government customers accounted for<br />

77%, international customers accounted for 22% and U.S. commercial and other customers accounted for 1% of MST’s net<br />

sales.<br />

MST provides design, manufacture, service and support for a variety of military and civil helicopters; ship and<br />

submarine mission and combat systems; mission systems and sensors for rotary and fixed-wing aircraft; sea and land-based<br />

missile defense systems; radar systems; the Littoral Combat Ship (LCS); simulation and training services; and unmanned<br />

systems and technologies. In addition, MST supports the needs of customers in cybersecurity and delivers communications<br />

and command and control capabilities through complex mission solutions for defense applications.<br />

On November 6, 2015, we acquired Sikorsky and aligned the Sikorsky business under our MST business segment. The<br />

results of the acquired Sikorsky business have been included in our financial results from the period subsequent to the<br />

completion of the acquisition on November 6, 2015. Accordingly, our consolidated operating results and MST business<br />

segment operating results for the year ended December 31, 2015 do not reflect a full year of Sikorsky operations.<br />

Sikorsky is one of the world’s largest helicopter companies and manufactures military and commercial helicopters.<br />

Sikorsky designs, manufactures, services and supports military and commercial helicopters. Current major production<br />

programs include the UH-60M Black Hawk medium-transport helicopter and HH-60M medical evacuation helicopter for the<br />

U.S. and foreign governments, the S-70 Black Hawk for foreign governments, the MH-60S Seahawk helicopter for the U.S.<br />

Navy and the MH-60R Seahawk helicopter for the U.S. and foreign navies, the S-70B Seahawk helicopter for foreign naval<br />

missions, and the S-76 and S-92 helicopters for commercial operations. Sikorsky is also developing the CH-53K next<br />

generation heavy lift helicopter for the U.S. Marine Corps, the VH-92A helicopter for the U.S. Marine One transport<br />

mission, and the HH-60W combat rescue helicopter for the U.S. Air Force. Sikorsky is also developing the<br />

CH-148 derivative of the H-92 helicopter, a military variant of the S-92 helicopter, for the Canadian Government.<br />

Additionally, Sikorsky offers full-spectrum aftermarket service and support solutions to commercial and military customers<br />

worldwide. Aftermarket service and support solutions include spare parts sales, mission equipment, modifications and<br />

upgrades, overhaul and repair services, maintenance contracts and logistics support programs for helicopters and other<br />

aircraft.<br />

MST’s other major programs include:<br />

• The Aegis Combat System serves as a fleet ballistic missile defense system for the U.S. Navy and international customers<br />

and is also a sea and land-based element of the U.S. missile defense system.<br />

• The LCS, a surface combatant ship for the U.S. Navy designed to operate in shallow waters and the open ocean.<br />

• The Space Fence system, an advanced ground-based radar system for the U.S. Air Force designed to enhance the way<br />

objects are tracked in space and increase the ability to prevent space-based collisions.<br />

• The Advanced Hawkeye Radar System, an airborne early warning radar, which MST provides for the E2-C/E2-D aircraft<br />

produced for the U.S. Navy and international customers.<br />

• The TPQ-53 Radar System, a sensor that quickly locates and neutralizes mortar and rocket threats, produced for the U.S.<br />

Army and international customers.<br />

Space Systems<br />

In 2015, our Space Systems business segment generated net sales of $9.1 billion, which represented 20% of our total<br />

consolidated net sales. Space Systems’ customers include various U.S. government agencies and commercial customers. In<br />

2015, U.S. Government customers accounted for 97%, international customers accounted for 2% and U.S. commercial and<br />

other customers accounted for 1% of Space Systems’ net sales. Net sales from Space Systems’ satellite products and services<br />

represented 11% of our total consolidated net sales in 2015 and 12% in both 2014 and 2013.<br />

Space Systems is engaged in the research and development, design, engineering and production of satellites, strategic<br />

and defensive missile systems and space transportation systems. Space Systems provides network-enabled situational<br />

awareness and integrates complex global systems to help our customers gather, analyze and securely distribute critical<br />

intelligence data. Space Systems is also responsible for various classified systems and services in support of vital national<br />

security systems. Space Systems’ major programs include:<br />

• The Trident II D5 Fleet Ballistic Missile, a program with the U.S. Navy for the only submarine-launched intercontinental<br />

ballistic missile currently in production in the U.S.<br />

• The Orion Multi-Purpose Crew Vehicle (Orion), a spacecraft for the National Aeronautics and Space Administration<br />

(NASA) utilizing new technology for human exploration missions beyond low earth orbit.<br />

7


• The Space Based Infrared System (SBIRS), which provides the U.S. Air Force with enhanced worldwide missile launch<br />

detection and tracking capabilities.<br />

• The Advanced Extremely High Frequency (AEHF) system, the next generation of highly secure communications satellites<br />

for the U.S. Air Force.<br />

• Global Positioning System (GPS) III, a program to modernize the GPS satellite system for the U.S. Air Force.<br />

• The Geostationary Operational Environmental Satellite R-Series (GOES-R), which is the National Oceanic and<br />

Atmospheric Association’s next generation of meteorological satellites.<br />

• The Mobile User Objective System (MUOS), a next-generation narrow-band satellite communication system for the U.S.<br />

Navy.<br />

Operating profit for our Space Systems business segment includes our share of earnings for our 50% ownership interest<br />

in United Launch Alliance (ULA).<br />

Financial and Other Business Segment Information<br />

For additional information regarding our business segments, including comparative segment net sales, operating profit<br />

and related financial information for 2015, 2014, and 2013, see “Business Segment Results of Operations” in Management’s<br />

Discussion and Analysis of Financial Condition and Results of Operations and “Note 5 – Information on Business Segments”<br />

of our consolidated financial statements.<br />

Competition<br />

Our broad portfolio of products and services competes both domestically and internationally against products and<br />

services of other large aerospace, defense and information technology companies, as well as numerous smaller competitors,<br />

particularly in certain of our services businesses. We often form teams with our competitors in efforts to provide our<br />

customers with the best mix of capabilities to address specific requirements. In some areas of our business, customer<br />

requirements are changing to encourage expanded competition, such as information technology contracts where there may be<br />

a wide range of small to large contractors bidding on procurements. Additionally, information technology procurements are<br />

increasingly focusing on price over other factors of competition. Principal factors of competition include the value of our<br />

products and services to the customer; technical and management capability; the ability to develop and implement complex,<br />

integrated system architectures; total cost of ownership; our demonstrated ability to execute and perform against contract<br />

requirements; and our ability to provide timely solutions.<br />

The competition for international sales is generally subject to U.S. Government stipulations (e.g., export restrictions,<br />

market access, technology transfer, industrial cooperation and contracting practices). We may compete against U.S. and non-<br />

U.S. companies (or teams) for contract awards by international governments. International competitions also may be subject<br />

to different laws or contracting practices of international governments that may affect how we structure our bid for the<br />

procurement. In many international procurements, the purchasing government’s relationship with the U.S. and its industrial<br />

cooperation programs are also important factors in determining the outcome of a competition. It is common for international<br />

customers to require contractors to comply with their industrial cooperation regulations, sometimes referred to as offset<br />

requirements, and we have entered into foreign offset agreements as part of securing some international business. For more<br />

information concerning offset agreements, see “Contractual Commitments and Off-Balance Sheet Arrangements” in<br />

Management’s Discussion and Analysis of Financial Condition and Results of Operations.<br />

Patents<br />

We routinely apply for and own a substantial number of U.S. and international patents related to the products and<br />

services we provide. In addition to owning a large portfolio of intellectual property, we also license intellectual property to<br />

and from third parties. The U.S. Government has licenses in our patents that are developed in performance of government<br />

contracts and it may use or authorize others to use the inventions covered by these patents for government purposes.<br />

Unpatented research, development and engineering skills also make an important contribution to our business. Although our<br />

intellectual property rights in the aggregate are important to the operation of our business, we do not believe that any existing<br />

patent, license or other intellectual property right is of such importance that its loss or termination would have a material<br />

adverse effect on our business taken as a whole.<br />

Raw Materials and Seasonality<br />

Certain of our products require relatively scarce raw materials. Historically, we have been successful in obtaining the<br />

raw materials and other supplies needed in our manufacturing processes. We seek to manage raw materials supply risk<br />

through long-term contracts and by maintaining an acceptable level of the key materials in inventories.<br />

8


Aluminum and titanium are important raw materials used in certain of our Aeronautics and Space Systems programs.<br />

Long-term agreements have helped enable a continued supply of aluminum and titanium. Carbon fiber is an important<br />

ingredient in composite materials used in our Aeronautics programs, such as the F-35 aircraft. Aluminum lithium, which we<br />

use for F-16 aircraft structural components, is currently only available from limited sources. We have been advised by some<br />

suppliers that pricing and the timing of availability of materials in some commodities markets can fluctuate widely. These<br />

fluctuations may negatively affect the price and availability of certain materials. While we do not anticipate material<br />

problems regarding the supply of our raw materials and believe that we have taken appropriate measures to mitigate these<br />

variations, if key materials become unavailable or if pricing fluctuates widely in the future, it could result in delay of one or<br />

more of our programs, increased costs or reduced operating profits.<br />

No material portion of our business is considered to be seasonal. Various factors can affect the distribution of our sales<br />

between accounting periods, including the timing of government awards, the availability of government funding, product<br />

deliveries and customer acceptance.<br />

Government Contracts and Regulations<br />

Our business is heavily regulated. We contract with numerous U.S. Government agencies and entities, including all<br />

branches of the U.S. military, the departments of Defense, Homeland Security, Justice, Commerce, Health and Human<br />

Services, Transportation and Energy, the U.S. Postal Service, the Social Security Administration, the Federal Aviation<br />

Administration, NASA, the U.S. Environmental Protection Agency and Veterans Affairs. Similar government authorities<br />

exist in other countries and regulate our international efforts.<br />

We must comply with, and are affected by, laws and regulations relating to the formation, administration and<br />

performance of U.S. Government and other contracts. These laws and regulations, among other things:<br />

• require certification and disclosure of all cost or pricing data in connection with certain types of contract negotiations;<br />

• impose specific and unique cost accounting practices that may differ from U.S. generally accepted accounting principles;<br />

• impose acquisition regulations, which may change or be replaced over time, that define allowable and unallowable costs<br />

and otherwise govern our right to reimbursement under certain cost-based U.S. Government contracts;<br />

• require specific security controls to protect DoD controlled unclassified technical information and restrict the use and<br />

dissemination of information classified for national security purposes and the export of certain products, services and<br />

technical data; and<br />

• require the review and approval of contractor business systems, defined in the regulations as: (i) Accounting System;<br />

(ii) Estimating System; (iii) Earned Value Management System, for managing cost and schedule performance on certain<br />

complex programs; (iv) Purchasing System; (v) Material Management and Accounting System, for planning, controlling<br />

and accounting for the acquisition, use, issuing and disposition of material; and (vi) Property Management System.<br />

The U.S. Government may terminate any of our government contracts and subcontracts either at its convenience or for<br />

default based on our performance. If a contract is terminated for convenience, we generally are protected by provisions<br />

covering reimbursement for costs incurred on the contract and profit on those costs. If a contract is terminated for default, we<br />

generally are entitled to payments for our work that has been accepted by the U.S. Government; however, the U.S.<br />

Government could make claims to reduce the contract value or recover its procurement costs and could assess other special<br />

penalties. For more information regarding the U.S. Government’s right to terminate our contracts, see Item 1A – Risk<br />

Factors. For more information regarding government contracting laws and regulations, see Item 1A – Risk Factors as well as<br />

“Critical Accounting Policies – Contract Accounting / Sales Recognition” in Management’s Discussion and Analysis of<br />

Financial Condition and Results of Operations.<br />

A portion of our business is classified by the U.S. Government and cannot be specifically described. The operating<br />

results of these classified contracts are included in our consolidated financial statements. The business risks associated with<br />

classified contracts historically have not differed materially from those of our other U.S. Government contracts. Our internal<br />

controls addressing the financial reporting of classified contracts are consistent with our internal controls for our nonclassified<br />

contracts.<br />

Our operations are subject to and affected by various federal, state, local and foreign environmental protection laws and<br />

regulations regarding the discharge of materials into the environment or otherwise regulating the protection of the<br />

environment. While the extent of our financial exposure cannot in all cases be reasonably estimated, the costs of<br />

environmental compliance have not had, and we do not expect that these costs will have, a material adverse effect on our<br />

earnings, financial position and cash flow, primarily because most of our environmental costs are allowable in establishing<br />

9


the price of our products and services under our contracts with the U.S. Government. For information regarding these<br />

matters, including current estimates of the amounts that we believe are required for remediation or cleanup to the extent that<br />

they are probable and estimable, see “Critical Accounting Policies – Environmental Matters” in Management’s Discussion<br />

and Analysis of Financial Condition and Results of Operations and “Note 14 – Legal Proceedings, Commitments and<br />

Contingencies” of our consolidated financial statements. See also the discussion of environmental matters within Section<br />

1A – Risk Factors.<br />

Backlog<br />

At December 31, 2015, our backlog was $99.6 billion compared with $80.5 billion at December 31, 2014. Backlog at<br />

December 31, 2015 includes $15.6 billion related to Sikorsky and $4.8 billion related to our IS&GS business segment, which<br />

we plan to divest in 2016. Sikorsky backlog may change as we complete our acquired backlog analysis. Backlog is converted<br />

into sales in future periods as work is performed or deliveries are made. Approximately $43.0 billion, or 43%, of our backlog<br />

at December 31, 2015 is expected to be converted into sales in 2016.<br />

Our backlog includes both funded (firm orders for our products and services for which funding has been both authorized<br />

and appropriated by the customer – Congress, in the case of U.S. Government agencies) and unfunded (firm orders for which<br />

funding has not been appropriated) amounts. We do not include unexercised options or potential orders under indefinitedelivery,<br />

indefinite-quantity agreements in our backlog. If any of our contracts with firm orders were to be terminated, our<br />

backlog would be reduced by the expected value of the unfilled orders of such contracts. Our backlog would also be reduced<br />

in connection with the planned divestiture of our IS&GS business segment. Funded backlog was $70.7 billion at<br />

December 31, 2015, as compared to $56.5 billion at December 31, 2014. For backlog related to each of our business<br />

segments, see “Business Segment Results of Operations” in Management’s Discussion and Analysis of Financial Condition<br />

and Results of Operations.<br />

Research and Development<br />

We conduct research and development (R&D) activities under customer-sponsored contracts and with our own<br />

independent R&D funds. Our independent R&D costs include basic research, applied research, development, systems and<br />

other concept formulation studies. Generally, these costs are allocated among all contracts and programs in progress under<br />

U.S. Government contractual arrangements. Costs we incur under customer-sponsored R&D programs pursuant to contracts<br />

are included in net sales and cost of sales. Under certain arrangements in which a customer shares in product development<br />

costs, our portion of the unreimbursed costs is expensed as incurred in cost of sales. Independent R&D costs charged to cost<br />

of sales were $839 million in 2015, $751 million in 2014, and $697 million in 2013. See “Research and development and<br />

similar costs” in “Note 1 – Significant Accounting Policies” of our consolidated financial statements.<br />

Employees<br />

At December 31, 2015, we had approximately 126,000 employees, about 93% of whom were located in the U.S.<br />

Approximately 18% of our employees are covered by collective bargaining agreements with various unions. A number of our<br />

existing collective bargaining agreements expire in any given year. Historically, we have been successful in negotiating<br />

renewals to expiring agreements without any material disruption of operating activities. Management considers employee<br />

relations to be good.<br />

Available Information<br />

We are a Maryland corporation formed in 1995 by combining the businesses of Lockheed Corporation and Martin<br />

Marietta Corporation. Our principal executive offices are located at 6801 Rockledge Drive, Bethesda, Maryland 20817. Our<br />

telephone number is (301) 897-6000 and our website home page is at www.lockheedmartin.com. We make our website<br />

content available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated<br />

by reference into this Annual Report on Form 10-K (Form 10-K).<br />

Throughout this Form 10-K, we incorporate by reference information from parts of other documents filed with the U.S.<br />

Securities and Exchange Commission (SEC). The SEC allows us to disclose important information by referring to it in this<br />

manner.<br />

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements for<br />

our annual stockholders’ meetings and amendments to those reports are available free of charge on our website,<br />

10


www.lockheedmartin.com/investor, as soon as reasonably practical after we electronically file the material with, or furnish it<br />

to, the SEC. In addition, copies of our annual report will be made available, free of charge, upon written request. The SEC<br />

also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC<br />

registrants, including Lockheed Martin Corporation.<br />

Forward-Looking Statements<br />

This Form 10-K contains statements that, to the extent they are not recitations of historical fact, constitute forwardlooking<br />

statements within the meaning of the federal securities laws and are based on our current expectations and<br />

assumptions. The words “believe,” “estimate,” “anticipate,” “project,” “intend,” “expect,” “plan,” “outlook,” “scheduled,”<br />

“forecast” and similar expressions are intended to identify forward-looking statements. These statements are not guarantees<br />

of future performance and are subject to risks and uncertainties.<br />

Statements and assumptions with respect to future sales, income and cash flows, program performance, the outcome of<br />

litigation, anticipated pension cost and funding, environmental remediation cost estimates, planned acquisitions or<br />

dispositions of assets, or the anticipated consequences are examples of forward-looking statements. Numerous factors,<br />

including the risk factors described in the following section, could affect our forward-looking statements and actual<br />

performance.<br />

Our actual financial results likely will be different from those projected due to the inherent nature of projections. Given<br />

these uncertainties, forward-looking statements should not be relied on in making investment decisions. The forward-looking<br />

statements contained in this Form 10-K speak only as of the date of its filing. Except where required by applicable law, we<br />

expressly disclaim a duty to provide updates to forward-looking statements after the date of this Form 10-K to reflect<br />

subsequent events, changed circumstances, changes in expectations, or the estimates and assumptions associated with them.<br />

The forward-looking statements in this Form 10-K are intended to be subject to the safe harbor protection provided by the<br />

federal securities laws.<br />

ITEM 1A. Risk Factors.<br />

An investment in our common stock or debt securities involves risks and uncertainties. We seek to identify, manage and<br />

mitigate risks to our business, but risk and uncertainty cannot be eliminated or necessarily predicted. The outcome of one or<br />

more of these risks could have a material effect on our operating results, financial position, or cash flows. You should<br />

carefully consider the following factors, in addition to the other information contained in this Annual Report on Form 10-K,<br />

before deciding to purchase our common stock or debt securities.<br />

We depend heavily on contracts with the U.S. Government for a substantial portion of our business.<br />

We derived 78% of our total net sales from the U.S. Government in 2015, including 58% from the Department of<br />

Defense (DoD). We expect to continue to derive most of our sales from work performed under U.S. Government contracts.<br />

Those contracts are conditioned upon the continuing availability of Congressional appropriations. Congress usually<br />

appropriates funds on a fiscal-year basis even though contract performance may extend over many years. Consequently,<br />

contracts are often partially funded initially and additional funds are committed only as Congress makes further<br />

appropriations. If we incur costs in excess of funds obligated on a contract, we may be at risk for reimbursement of those<br />

costs unless and until additional funds are obligated to the contract.<br />

As discussed within the “Industry Considerations” in Management’s Discussion and Analysis of Financial Condition and<br />

Results of Operations, the U.S. Government continues to face significant deficit reduction pressures and it is likely that<br />

discretionary spending by the U.S. Government will remain constrained for a number of years. Under such conditions, large<br />

or complex programs, which consist of multiple contracts and phases, are potentially subject to increased scrutiny. Our<br />

largest program, the F-35, represented 20% of our total net sales in 2015 and is expected to represent a higher percentage of<br />

our sales in future years. A decision to cut spending or reduce planned orders could have an adverse impact on our results of<br />

operations. For more information regarding the F-35 program, see “Status of the F-35 Program” in Management’s Discussion<br />

and Analysis of Financial Condition and Results of Operations.<br />

Based upon our diverse range of defense, homeland security and information technology products and services, we<br />

believe that this makes it less likely that cuts in any specific contract or program will have a long-term effect on our business.<br />

However, termination of multiple or large programs or contracts could adversely affect our business and future financial<br />

performance. Potential changes in funding priorities may afford new or additional opportunities for our businesses in terms<br />

11


of existing, follow-on or replacement programs. While we would expect to compete and be well positioned as the incumbent<br />

on existing programs, we may not be successful or the replacement programs may be funded at lower levels.<br />

Generally, we expect that the impact of budget reductions on our operating results will lag in certain of our businesses<br />

with longer cycles such as our Aeronautics and Space Systems business segments and in our products businesses within our<br />

Missiles and Fire Control (MFC) and Mission Systems and Training (MST) business segments due to our production contract<br />

backlog. However, our businesses with smaller, short-term contracts are the most susceptible to the impacts of budget<br />

reductions, such as our Information Systems & Global Solutions (IS&GS) business segment. We have also experienced<br />

increased market pressures in these services businesses including lower in-theater support as troop levels are drawn down<br />

and increased re-competition on existing contracts coupled with the fragmentation of large contracts into multiple smaller<br />

contracts that are awarded primarily on the basis of price. Additionally, our services businesses across most of our business<br />

segments have experienced lower volume due to improved product field performance that require less service support.<br />

Changes in our business environment require us to be agile and evolve our business models, processes and products.<br />

We are subject to a number of procurement laws and regulations. Our business and our reputation could be adversely<br />

affected if we fail to comply with these laws.<br />

We must comply with and are affected by laws and regulations relating to the award, administration and performance of<br />

U.S. Government contracts. Government contract laws and regulations affect how we do business with our customers and<br />

impose certain risks and costs on our business. A violation of specific laws and regulations, by us, a supplier or a venture<br />

partner, could harm our reputation and result in the imposition of fines and penalties, the termination of our contracts,<br />

suspension or debarment from bidding on or being awarded contracts, loss of our ability to export products or services and<br />

civil or criminal investigations or proceedings.<br />

In some instances, these laws and regulations impose terms or rights that are different from those typically found in<br />

commercial transactions. For example, the U.S. Government may terminate any of our government contracts and<br />

subcontracts either at its convenience or for default based on our performance. Upon termination for convenience of a fixedprice<br />

type contract, we normally are entitled to receive the purchase price for delivered items, reimbursement for allowable<br />

costs for work-in-process and an allowance for profit on the contract or adjustment for loss if completion of performance<br />

would have resulted in a loss.<br />

Upon termination for convenience of a cost-reimbursable contract, we normally are entitled to reimbursement of<br />

allowable costs plus a portion of the fee. Allowable costs would include our cost to terminate agreements with our suppliers<br />

and subcontractors. The amount of the fee recovered, if any, is related to the portion of the work accomplished prior to<br />

termination and is determined by negotiation. We attempt to ensure that adequate funds are available by notifying the<br />

customer when its estimated costs, including those associated with a possible termination for convenience, approach levels<br />

specified as being allotted to its programs. As funds are typically appropriated on a fiscal-year basis and as the costs of a<br />

termination for convenience may exceed the costs of continuing a program in a given fiscal year, occasionally programs do<br />

not have sufficient funds appropriated to cover the termination costs were the government to terminate them for convenience.<br />

Under such circumstances, the U.S. Government could assert that it is not required to appropriate additional funding.<br />

A termination arising out of our default may expose us to liability and have a material adverse effect on our ability to<br />

compete for future contracts and orders. In addition, on those contracts for which we are teamed with others and are not the<br />

prime contractor, the U.S. Government could terminate a prime contract under which we are a subcontractor,<br />

notwithstanding the quality of our services as a subcontractor. In the case of termination for default, the U.S. Government<br />

could make claims to reduce the contract value or recover its procurement costs and could assess other special penalties.<br />

However, under such circumstances we have rights and remedial actions under laws and the Federal Acquisition Regulation<br />

(FAR).<br />

In addition, certain of our U.S. Government contracts span one or more base years and multiple option years. The U.S.<br />

Government generally has the right not to exercise option periods and may not exercise an option period for various reasons.<br />

However, the U.S. Government may exercise option periods, even for contracts for which it is expected that our costs may<br />

exceed the contract price or ceiling.<br />

U.S. Government agencies, including the Defense Contract Audit Agency, the Defense Contract Management Agency<br />

and various agency Inspectors General, routinely audit and investigate government contractors. These agencies review a<br />

contractor’s performance under its contracts, its cost structure, its business systems and compliance with applicable laws,<br />

regulations and standards. Any costs found to be misclassified may be subject to repayment. We have unaudited and/or<br />

12


unsettled incurred cost claims related to past years, which places risk on our ability to issue final billings on contracts for<br />

which authorized and appropriated funds may be expiring.<br />

Certain deficiencies identified during government audits of contractor business systems may result in the government<br />

withholding payments on our billings. Such deficiencies have not impacted our internal control over financial reporting.<br />

Withholding payments on billings are capped at 5% of billings when deficiencies impact a single business system and<br />

10% when deficiencies impact multiple systems. Such withholdings are typically reduced to 2% after the contractor’s<br />

corrective action plan has been accepted and progress to implement the corrective actions has been demonstrated, and<br />

withholdings are withdrawn upon satisfactory completion and verification of the corrective action plan.<br />

If an audit or investigation uncovers improper or illegal activities, we may be subject to civil or criminal penalties and<br />

administrative sanctions, including reductions of the value of contracts, contract modifications or terminations, forfeiture of<br />

profits, suspension of payments, penalties, fines and suspension, or prohibition from doing business with the U.S.<br />

Government. In addition, we could suffer serious reputational harm if allegations of impropriety were made against us.<br />

Similar government oversight exists in most other countries where we conduct business.<br />

Our profitability and cash flow may vary based on the mix of our contracts and programs, our performance, our<br />

ability to control costs and evolving U.S. Government procurement policies.<br />

Our profitability and cash flow may vary materially depending on the types of government contracts undertaken, the<br />

nature of products produced or services performed under those contracts, the costs incurred in performing the work, the<br />

achievement of other performance objectives and the stage of performance at which the right to receive fees is determined,<br />

particularly under award and incentive-fee contracts.<br />

Our backlog includes a variety of contract types that are intended to address changing risk and reward profiles as a<br />

program matures. Contract types include cost-reimbursable, fixed-price incentive-fee, fixed-price and time-and-materials<br />

contracts. Contracts for development programs with complex design and technical challenges are typically cost-reimbursable.<br />

Under cost-reimbursable contracts, we are reimbursed for allowable costs and paid a fee, which may be fixed or<br />

performance-based. In these cases, the associated financial risks primarily relate to a reduction in fees and the program could<br />

be cancelled if cost, schedule or technical performance issues arise.<br />

Other contracts in backlog are for the transition from development to production (e.g., low-rate initial production (LRIP)<br />

contracts), which includes the challenge of starting and stabilizing a manufacturing production and test line while the final<br />

design is being validated. These generally are cost-reimbursable or fixed-price incentive-fee contracts. Under a fixed-price<br />

incentive-fee contract, the allowable costs incurred are eligible for reimbursement but are subject to a cost-share<br />

arrangement, which affects profitability. Generally, if our costs exceed the contract target cost or are not allowable under the<br />

applicable regulations, we may not be able to obtain reimbursement for all costs and may have our fees reduced or<br />

eliminated.<br />

There are also contracts for production, as well as operations and maintenance of the delivered products, that have the<br />

challenge of achieving a stable production and delivery rate, while maintaining operability of the product after delivery.<br />

These contracts are mainly fixed-price, although some operations and maintenance contracts are time-and-materials type.<br />

Under fixed-price contracts, we receive a fixed price regardless of the actual costs we incur. We have to absorb any costs in<br />

excess of the fixed price. Under time-and-materials contracts, we are paid for labor at negotiated hourly billing rates and for<br />

certain expenses.<br />

The failure to perform to customer expectations and contract requirements may result in reduced fees or losses and affect<br />

our financial performance in that period. Under each type of contract, if we are unable to control costs, our operating results<br />

could be adversely affected, particularly if we are unable to justify an increase in contract value to our customers. Cost<br />

overruns or the failure to perform on existing programs also may adversely affect our ability to retain existing programs and<br />

win future contract awards.<br />

The U.S. Government is currently pursuing and implementing policies that could negatively impact our profitability.<br />

Changes in procurement policy favoring more incentive-based fee arrangements, different award fee criteria or government<br />

contract negotiation offers that indicate what our costs should be may affect the predictability of our profit rates. Our<br />

customers are subject to pressures that may result in a change in contract types referenced above earlier in a program’s<br />

maturity than is traditional. An example of this is the use of fixed-price incentive-fee contracts for recent LRIP contracts on<br />

the F-35 program while the development contract is being performed concurrently. Our customers also may pursue non-<br />

13


traditional contract provisions in negotiation of contracts. For example, changes resulting from the F-35 development<br />

contract may need to be implemented on the production contracts, a concept referred to as concurrency, which may require<br />

us to pay for a portion of the concurrency costs. An example of customer budget pressures includes the U.S. Government<br />

requiring that bid and proposal costs be included in general and administrative costs, rather than charged directly to contracts<br />

in certain circumstances.<br />

Other policies could negatively impact our working capital and cash flow. For example, the government has expressed a<br />

preference for requiring progress payments rather than performance based payments on new fixed-price contracts, which if<br />

implemented, delays our ability to recover a significant amount of costs incurred on a contract and thus affects the timing of<br />

our cash flows.<br />

Increased competition and bid protests in a budget-constrained environment may make it more difficult to maintain<br />

our financial performance and customer relationships.<br />

We are facing increased competition, particularly in information technology at our IS&GS business segment and<br />

cybersecurity at our MST business segment, from non-traditional competitors outside of the aerospace and defense industry.<br />

At the same time, our customers are facing budget constraints, trying to do more with less by cutting costs, identifying more<br />

affordable solutions, performing certain work internally rather than hiring a contractor, and reducing product development<br />

cycles. We have also experienced increased market pressures in our services businesses due to the fragmentation of large<br />

contracts into multiple smaller contracts that are awarded primarily on the basis of price. It is critical we maintain strong<br />

customer relationships and seek to understand the priorities of their requirements in this price competitive environment.<br />

In international sales, we face substantial competition from both U.S. manufacturers and international manufacturers<br />

whose governments sometimes provide research and development assistance, marketing subsidies and other assistance for<br />

their products. Additionally, our competitors are also focusing on increasing their international sales to partially mitigate the<br />

effect of reduced U.S. Government budgets. To remain competitive, we consistently must maintain strong customer<br />

relationships and provide superior performance, advanced technology solutions and service at an affordable cost and with the<br />

agility that our customers require to satisfy their mission objectives.<br />

A substantial portion of our business is awarded through competitive bidding. The U.S. Government increasingly has<br />

relied upon competitive contract award types, including indefinite-delivery, indefinite-quantity, GSA Schedule and other<br />

multi-award contracts, which has the potential to create pricing pressure and increase our cost by requiring that we submit<br />

multiple bids and proposals. In addition, multi-award contracts require that we make sustained efforts to obtain task orders<br />

under the contract. The competitive bidding process entails substantial costs and managerial time to prepare bids and<br />

proposals for contracts that may not be awarded to us or may be split among competitors. Following award, we may<br />

encounter significant expenses, delays, contract modifications or bid protests from unsuccessful bidders on new program<br />

awards. Unsuccessful bidders are more frequently protesting in the hope of being awarded a subcontract for a portion of the<br />

work in return for withdrawing the protest. Bid protests could result in significant expenses to us, contract modifications or<br />

even loss of the contract award. Even where a bid protest does not result in the loss of a contract award, the resolution can<br />

extend the time until the contract activity can begin and, as a result, delay our recognizing sales. We also may not be<br />

successful in our efforts to protest or challenge any bids for contracts that were not awarded to us and we could incur<br />

significant time and expense in such efforts.<br />

We are the prime contractor on most of our contracts and if our subcontractors, suppliers or teaming agreement or<br />

venture partners fail to perform their obligations, our performance and our ability to win future business could be<br />

harmed.<br />

For most of our contracts we rely on other companies to provide materials, major components and products, and to<br />

perform a portion of the services that we provide to our customers. Such arrangements may involve subcontracts, teaming<br />

arrangements, ventures or supply agreements with other companies upon which we rely (contracting parties). There is a risk<br />

that we may have disputes with our contracting parties, including disputes regarding the quality and timeliness of work<br />

performed, the workshare provided to that party, customer concerns about the other party’s performance, our failure to<br />

extend existing task orders or issue new task orders, or our hiring the personnel of a subcontractor, teammate or venture<br />

partner or vice versa. In addition, changes in the economic environment, including defense budgets and constraints on<br />

available financing, may adversely affect the financial stability of our contracting parties and their ability to meet their<br />

performance requirements or to provide needed supplies on a timely basis. A failure, for whatever reason, by one or more of<br />

our contracting parties to provide the agreed-upon supplies or perform the agreed-upon services on a timely basis may affect<br />

our ability to perform our obligations and require that we transition the work to other companies. Contracting party<br />

14


performance deficiencies may affect our operating results and could result in a customer terminating our contract for default<br />

or convenience. A default termination could expose us to liability and affect our ability to compete for future contracts and<br />

orders. Additionally, our efforts to increase the efficiency of our operations and improve the affordability of our products and<br />

services could negatively impact our ability to attract and retain suppliers.<br />

International sales may pose different risks.<br />

In 2015, 21% of our total net sales were from international customers. We have a strategy to grow international sales<br />

over the next several years, inclusive of sales of F-35 aircraft to our international partners and other countries. International<br />

sales are subject to numerous political and economic factors, regulatory requirements, significant competition and other risks<br />

associated with doing business in foreign countries. Our exposure to such risks increased as a result of our acquisition of<br />

Sikorsky and may further increase if our international sales grow as we anticipate.<br />

Our international business is conducted through foreign military sales (FMS) contracted through the U.S. Government or<br />

by direct commercial sales (DCS) with international customers. In 2015, approximately 62% of our sales to international<br />

customers were FMS and about 38% were DCS. These transaction types differ as FMS transactions represent sales by the<br />

U.S. Government to international governments and our contract with the U.S. Government is subject to FAR. By contrast,<br />

DCS transactions represent sales directly to another international government or commercial customer. All sales to<br />

international customers are subject to U.S. and foreign laws and regulations, including, without limitation, regulations<br />

relating to anti-corruption, import-export control, technology transfer restrictions, taxation, repatriation of earnings, exchange<br />

controls, the Foreign Corrupt Practices Act and other anti-corruption laws, and the anti-boycott provisions of the U.S. Export<br />

Administration Act. While we have stringent policies in place to comply with such laws and regulations, failure by us, our<br />

employees or others working on our behalf to comply with these laws and regulations could result in administrative, civil, or<br />

criminal liabilities, including suspension, debarment from bidding for or performing government contracts, or suspension of<br />

our export privileges, which could have a material adverse effect on us. We frequently team with international subcontractors<br />

and suppliers who are also exposed to similar risks.<br />

While international sales, whether contracted as FMS or DCS, present risks that are different and potentially greater than<br />

those encountered in our U.S. business, DCS with international customers may impose even greater risks. DCS transactions<br />

involve commercial relationships with parties with whom we have less familiarity and where there may be significant<br />

cultural differences. Additionally, international procurement rules and regulations, contract laws and regulations, and<br />

contractual terms differ from those in the U.S. and are less familiar to us. International regulations may be interpreted by<br />

foreign courts less bound by precedent and with more discretion; these interpretations frequently have terms less favorable to<br />

us than the FAR. Export and import, tax and currency risk also may be increased for DCS with international customers.<br />

While these risks are potentially greater than those encountered in our U.S. business, the pricing of our products and services<br />

is commensurate with the risk profile on DCS with international customers.<br />

Our international business is highly sensitive to changes in regulations, political environments or security risks that may<br />

affect our ability to conduct business outside of the U.S., including those regarding investment, procurement, taxation and<br />

repatriation of earnings. Our international business also may be impacted by changes in foreign national priorities, foreign<br />

government budgets, global economic conditions, and fluctuations in foreign currency exchange rates. Our acquisition of<br />

Sikorsky is expected to increase our international sales further exposing us to the risks of international business. Sales of<br />

military products are also affected by defense budgets and U.S. foreign policy. Additionally, the timing of orders from our<br />

international customers can be less predictable than for our U.S. customers and may lead to fluctuations in the amount<br />

reported each year for our international sales.<br />

In conjunction with defense procurements, some international customers require contractors to comply with industrial<br />

cooperation regulations, including entering into industrial cooperation agreements, sometimes referred to as offset<br />

agreements. Offset agreements may require in-country purchases, technology transfers, local manufacturing support,<br />

investments in foreign joint ventures and financial support projects as an incentive or as a condition to a contract award. In<br />

some countries, these offset agreements may require the establishment of a venture with a local company, which must control<br />

the venture. The costs to satisfy our offset obligations are included in the estimates of our total costs to complete the contract<br />

and may impact our profitability and cash flows. The ability to recover investments that we make is generally dependent<br />

upon the successful operation of ventures that we do not control and may involve products and services that are dissimilar to<br />

our business activities. In these and other situations, we could be liable for violations of law for actions taken by these<br />

entities such as laws related to anti-corruption, import and export, and anti-boycott restrictions. Offset agreements generally<br />

extend over several years and may provide for penalties in the event we fail to perform in accordance with the offset<br />

requirements which are typically subjective and can be outside our control.<br />

15


Our business could be negatively affected by cyber or other security threats or other disruptions.<br />

We routinely experience cybersecurity threats, threats to our information technology infrastructure, and unauthorized<br />

attempts to gain access to our company sensitive information, as do our customers, suppliers, subcontractors and venture<br />

partners. We may experience similar security threats at customer sites that we operate and manage as a contractual<br />

requirement.<br />

Prior cyberattacks directed at us have not had a material impact on our financial results and we believe our threat<br />

detection and mitigation processes and procedures are adequate. The threats we face vary from attacks common to most<br />

industries to more advanced and persistent, highly organized adversaries who target us because we protect national security<br />

information. If we are unable to protect sensitive information, our customers or governmental authorities could question the<br />

adequacy of our threat mitigation and detection processes and procedures. Due to the evolving nature of these security<br />

threats, the impact of any future incident cannot be predicted.<br />

Although we work cooperatively with our customers, suppliers, subcontractors, venture partners and acquisitions to seek<br />

to minimize the impact of cyber threats, other security threats, or business disruptions, we must rely on the safeguards put in<br />

place by these entities, which may affect the security of our information. These entities have varying levels of cybersecurity<br />

expertise and safeguards, and their relationships with government contractors, such as Lockheed Martin, may increase the<br />

likelihood that they are targeted by the same cyber threats we face.<br />

On July 9, 2015, the U.S. Office of Personnel Management (OPM) announced that the background investigation records<br />

of 21.5 million current, former and prospective Federal employees and contractors had been compromised as a result of a<br />

cyber-security incident. Many of our current as well as former employees were the subjects of background investigations in<br />

connection with former government service or as part of the screening process for a security clearance. We are currently<br />

assessing the impact of this cyber-security incident but do not yet know the impact, if any, on Lockheed Martin or our current<br />

or former employees.<br />

The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other<br />

means. Additionally, some cyber technologies we develop under contract for our customers, particularly those related to<br />

homeland security, may raise potential liabilities related to intellectual property and civil liberties, including privacy<br />

concerns, which may not be fully insured or indemnified by other means. Occurrence of any of these events could adversely<br />

affect our internal operations, the services we provide to our customers, our future financial results, our reputation, or our<br />

stock price. Additionally, such events could result in the loss of competitive advantages derived from our research and<br />

development efforts or other intellectual property; early obsolescence of our products and services; or contractual penalties.<br />

If we fail to manage acquisitions, divestitures, equity investments and other transactions successfully or if acquired<br />

entities or equity investments fail to perform as expected, our financial results, business and future prospects could be<br />

harmed.<br />

In pursuing our business strategy, we routinely conduct discussions, evaluate companies, and enter into agreements<br />

regarding possible acquisitions, divestitures, ventures and equity investments. We seek to identify acquisition or investment<br />

opportunities that will expand or complement our existing products and services or customer base, at attractive valuations.<br />

We often compete with others for the same opportunities. To be successful, we must conduct due diligence to identify<br />

valuation issues and potential loss contingencies; negotiate transaction terms; complete and close complex transactions;<br />

integrate acquired companies and employees; and realize anticipated operating synergies efficiently and effectively.<br />

Acquisition, divestiture, venture and investment transactions often require substantial management resources and have the<br />

potential to divert our attention from our existing business. Unidentified pre-closing liabilities could affect our future<br />

financial results, particularly successor liability under procurement laws and regulations such as the False Claims Act or<br />

Truth in Negotiations Act, anti-corruption, tax, import-export and technology transfer laws which provide for civil and<br />

criminal penalties and the potential for debarment. We also may incur unanticipated costs or expenses, including post-closing<br />

asset impairment charges, expenses associated with eliminating duplicate facilities, employee retention, transaction-related or<br />

other litigation, and other liabilities. Any of the foregoing could adversely affect our business and results of operations.<br />

Ventures, or non-controlling equity investments, operate under shared control with other parties. Under the equity<br />

method of accounting for nonconsolidated ventures and investments, we recognize our share of the operating profit of these<br />

ventures in our results of operations. Our operating results may be affected by the performance of businesses over which we<br />

do not exercise control and which face many of the same risks and uncertainties as we do. The most significant impact of our<br />

16


equity investments is in our Space Systems business segment where approximately 21% of its 2015 operating profit was<br />

derived from its share of earnings from equity method investees, particularly that in United Launch Alliance (ULA).<br />

Our ULA investment may be negatively impacted by restrictions in the National Defense Authorization Act for Fiscal<br />

Year 2015 that prevent the award or renewal of contracts after December 29, 2014 for evolved expendable launch vehicle<br />

services that utilize a rocket engine designed or manufactured in the Russian Federation such as the RD-180 engine used by<br />

the Atlas V launch vehicle. The Consolidated Appropriations Act of 2016 lifts these restrictions for fiscal year 2016.<br />

Accordingly, Lockheed Martin does not anticipate an impact on the carrying value of its equity investment in ULA in 2016.<br />

If restrictions are re-imposed for fiscal year 2016, as some in Congress advocate, or the lifting of the restrictions is not<br />

extended to later fiscal years, or if sanctioned individuals are found to be too closely connected to the engine manufacturer,<br />

ULA will be challenged to compete effectively for national security launch procurements which could negatively impact<br />

ULA and the carrying value of our investment in ULA. ULA continues to evaluate domestic engine alternatives and we will<br />

continue to monitor the carrying value of our investment.<br />

The acquired Sikorsky business may underperform relative to our expectations, the transaction may cause our<br />

financial results to differ from our expectations or the expectations of the investment community and we may not be<br />

able to achieve anticipated cost savings or other anticipated synergies.<br />

On November 6, 2015, we completed the acquisition of Sikorsky Aircraft Corporation (Sikorsky) by purchasing all of<br />

the issued and outstanding equity of Sikorsky for $9.0 billion, net of cash acquired. We believe that we will benefit from the<br />

integration of our products and technologies with those of the Sikorsky business and realize synergies and potential for longterm<br />

growth, as well as expanded capabilities and customer relationships as a result of the acquisition. However, the<br />

integration process is complex, costly and time-consuming and we may not be able to capture anticipated synergies, tax<br />

benefits, cost savings, and business opportunities in the time frame anticipated, or at all. Sikorsky also may not perform as<br />

expected, or demand for its products may be adversely affected by global economic conditions, including oil and gas trends<br />

that are outside of its control. The acquisition could also cause disruptions in our and Sikorsky’s business, including potential<br />

adverse reactions or changes to business relationships and competitive responses. The DoD has expressed concerns regarding<br />

greater consolidation in the defense industry at the prime contractor level in the context of our acquisition of Sikorsky and<br />

indicated the potential that they will seek to work with Congress to explore additional legal tools and policy to preserve<br />

diversity at the prime contract level. Changes in DoD policy or perception of our size could have adverse impacts on our<br />

business, including our success in future contract pursuits. Any of the foregoing could adversely affect our business, financial<br />

condition and results of operations.<br />

We are pursuing a plan to separate and combine our government information technology and technical services<br />

businesses with Leidos, Holdings, Inc. in a tax-efficient Reverse Morris Trust transaction. The proposed transaction<br />

may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits.<br />

On January 26, 2016, we entered into definitive agreements to separate and combine our Information Systems & Global<br />

Solutions (IS&GS) business segment with Leidos Holdings, Inc. (Leidos) in a tax-efficient Reverse Morris Trust transaction.<br />

As part of the transaction, we will receive a $1.8 billion one-time special cash payment. The cash payment is subject to<br />

adjustment and could be less or more than anticipated due to variances in working capital. Additionally, our stockholders will<br />

receive approximately 50.5 percent of the outstanding equity of Leidos on a fully diluted basis (approximately 77 million<br />

shares) with an estimated value of $3.2 billion based on Leidos’ stock price on the date of announcement. However, the<br />

actual value of the stock to be received by our stockholders will depend on the value of such shares at the time of closing of<br />

the transaction and our stockholders may receive more or less than the anticipated value. At our election, the distribution may<br />

be effected by means of a pro rata dividend in a spin-off transaction or in an exchange offer for outstanding Lockheed Martin<br />

shares in a split-off transaction. The transaction structure, which is subject to market conditions, is currently contemplated to<br />

be a split-off transaction resulting in a decrease in our outstanding common shares and a significant book gain at closing. In a<br />

split-off transaction, only those stockholders that elect to participate will receive Leidos shares in the merger transaction,<br />

provided, that, if the exchange offer is not fully subscribed, Lockheed Martin will spin-off the remaining shares to be<br />

converted into Leidos stock in the merger pro rata. The value of the shares of Leidos stock to be received and the value of our<br />

stock at the time of the split-off will also impact the number of any shares of our stock retired in the split-off and the amount<br />

of any book gain. Although the transaction structure is currently contemplated to be a split-off transaction, there is no<br />

assurance that the transaction will be structured as a split-off transaction or that it will result in a reduction in our shares or a<br />

gain at closing.<br />

There can be no assurance of the timing of a transaction with Leidos, or whether any such transaction will take place at<br />

all. The transaction is subject to closing conditions, including the receipt of approval of Leidos stockholders, regulatory<br />

approvals and receipt of opinions of tax counsel, and there can be no assurance that we will receive the required approvals in<br />

17


a timely manner or at all, or that such approvals will not contain adverse conditions. We also have no assurance that we will<br />

be able to realize the intended benefits and tax treatment of the transaction or that the new combined company will perform<br />

as expected. The announcement and pendency of the transaction could also cause disruptions in our and Leidos’ business,<br />

including potential adverse reactions or changes to business relationships and competitive responses to the transaction. The<br />

transaction will also require significant amounts of time and effort which could divert management’s attention from<br />

operating and growing our business. Any of the foregoing could adversely affect our business, financial condition and results<br />

of operations. Declines in our sales, earnings and cash flows could also result in future asset impairments (including<br />

goodwill). Additionally, the former IS&GS programs we moved to our other business segments and retained could<br />

experience increased pricing pressures which could have a negative impact on operating margins and impact our ability to<br />

win future renewals.<br />

In addition, as part of the transaction with Leidos, it is contemplated that immediately prior to the transaction, the<br />

IS&GS business would enter into third-party financing in an aggregate principal amount of approximately $1.8 billion to<br />

finance the $1.8 billion special cash payment and the payment of certain fees and expenses. The IS&GS business (through a<br />

subsidiary created for the transaction) has entered into a commitment letter (the “Commitment Letter”) with certain financial<br />

institutions to provide this financing through $710 million of Term Loan A facilities and a $1.13 billion Term Loan B<br />

facility. Under the terms of the Commitment Letter, if the closing does not occur by July 26, 2016, the lenders (in<br />

consultation with us) could require the IS&GS business subsidiary to borrow up to the full amount of the Term Loan B<br />

facility in advance of the closing of the transaction (the “Loan Demand”) and deposit the proceeds of such borrowing in<br />

escrow to secure such loan, which would increase our total outstanding debt for the period from the date the Loan Demand is<br />

exercised until closing of the transaction. If the closing of the transaction were not to occur and our agreement with Leidos<br />

was terminated, we would cause the IS&GS business to repay any amounts borrowed and would be entitled to<br />

reimbursement for financing costs from Leidos under the term of our agreement with Leidos.<br />

Our business involves significant risks and uncertainties that may not be covered by indemnity or insurance.<br />

A significant portion of our business relates to designing, developing and manufacturing advanced defense and<br />

technology products and systems. New technologies may be untested or unproven. Failure of some of these products and<br />

services could result in extensive loss of life or property damage. Accordingly, we also may incur liabilities that are unique to<br />

our products and services, including combat and air mobility aircraft, missile and space systems, command and control<br />

systems, air traffic control management systems, cybersecurity, homeland security and training programs. In some but not all<br />

circumstances, we may be entitled to certain legal protections or indemnifications from our customers, either through U.S.<br />

Government indemnifications under Public Law 85-804 or the Price-Anderson Act, qualification of our products and services<br />

by the Department of Homeland Security under the SAFETY Act provisions of the Homeland Security Act of 2002,<br />

contractual provisions or otherwise. We endeavor to obtain insurance coverage from established insurance carriers to cover<br />

these risks and liabilities. The amount of insurance coverage that we maintain may not be adequate to cover all claims or<br />

liabilities. Existing coverage may be cancelled while we remain exposed to the risk, and it is not possible to obtain insurance<br />

to protect against all operational risks and liabilities. For example, we are limited in the amount of insurance we can obtain to<br />

cover certain natural hazards, such as earthquakes. We have significant operations in geographic areas prone to this risk, such<br />

as Sunnyvale, California. Even if insurance coverage is available, we may not be able to obtain it at a price or on terms<br />

acceptable to us. Additionally, disputes with insurance carriers over coverage terms or the insolvency of one or more of our<br />

insurance carriers may significantly affect the amount or timing of our cash flows.<br />

Substantial costs resulting from an accident; failure of or defect in our products or services; natural catastrophe or other<br />

incident; or liability arising from our products and services in excess of any legal protection, indemnity, and our insurance<br />

coverage (or for which indemnity or insurance is not available or not obtained) could adversely impact our financial<br />

condition, cash flows, or operating results. Any accident, failure of, or defect in our products or services, even if fully<br />

indemnified or insured, could negatively affect our reputation among our customers and the public and make it more difficult<br />

for us to compete effectively. It also could affect the cost and availability of adequate insurance in the future.<br />

Pension funding and costs are dependent on several economic assumptions which if changed may cause our future<br />

earnings and cash flow to fluctuate significantly as well as affect the affordability of our products and services.<br />

Many of our employees are covered by defined benefit pension plans, and we provide certain health care and life<br />

insurance benefits to eligible retirees. The impact of these plans on our U.S. generally accepted accounting principles<br />

(GAAP) earnings may be volatile in that the amount of expense we record for our postretirement benefit plans may<br />

materially change from year to year because those calculations are sensitive to funding levels as well as changes in several<br />

key economic assumptions, including interest rates, rates of return on plan assets, and other actuarial assumptions including<br />

participant longevity (also known as mortality), employee turnover, as well as the timing of cash funding. Changes in these<br />

18


factors, including actual returns on plan assets, may also affect our plan funding, cash flow and stockholders’ equity. In<br />

addition, the funding of our plans and recovery of costs on our contracts, as described below, also may be subject to changes<br />

caused by legislative or regulatory actions. We have taken certain actions over the last few years to mitigate the volatility the<br />

plans may have on our cash flows and earnings, including amendments made in June 2014 to certain of our qualified and<br />

nonqualified defined benefit pension plans for non-union employees to freeze future retirement benefits. However, the<br />

impact of these actions on our cash flow and earnings may be less than anticipated or may be offset by other factors such as<br />

changes in actuarial assumptions and plan asset investment returns.<br />

With regard to cash flow, we have made substantial cash contributions to our plans in excess of the amounts required by<br />

the Employee Retirement Income Security Act of 1974 (ERISA), as amended by the Pension Protection Act of 2006 (PPA).<br />

We generally are able to recover these contributions related to our plans as allowable costs on our U.S. Government<br />

contracts, including FMS, but there is a lag between when we contribute cash to our plans under pension funding rules and<br />

recover it under U.S. Government Cost Accounting Standards (CAS). Effective February 2012, the CAS rules were revised<br />

to harmonize the measurement and period assignment of the pension cost allocable to government contracts with the PPA<br />

(CAS Harmonization). In 2013, the cost impact of CAS Harmonization started being phased in with the goal of better<br />

aligning the CAS pension cost and ERISA funding requirements being fully achieved in 2017. The enactment of the<br />

Highway and Transportation Funding Act of 2014 and Bipartisan Budget Act of 2015 increased the interest rate assumption<br />

used to determine our CAS pension costs, which has the effect of lowering the recovery of pension contributions during the<br />

affected periods as it decreases our CAS pension costs.<br />

For more information on how these factors could impact earnings, financial position, cash flow and stockholders’ equity,<br />

see “Critical Accounting Policies – Postretirement Benefit Plans” in Management’s Discussion and Analysis of Financial<br />

Conditions and Results of Operations and “Note 11 – Postretirement Plans” of our consolidated financial statements.<br />

Environmental costs could affect our future earnings as well as the affordability of our products and services.<br />

Our operations are subject to and affected by a variety of federal, state, local and foreign environmental protection laws<br />

and regulations. We are involved in environmental responses at some of our facilities, former facilities, and at third-party<br />

sites not owned by us where we have been designated a potentially responsible party. In addition, we could be affected by<br />

future regulations imposed or claims asserted in response to concerns over climate change, other aspects of the environment<br />

or natural resources. We have an ongoing comprehensive sustainability program to reduce the effects of our operations on the<br />

environment.<br />

We manage various government-owned facilities on behalf of the government. At such facilities, environmental<br />

compliance and remediation costs historically have been the responsibility of the government, and we have relied, and<br />

continue to rely with respect to past practices, upon government funding to pay such costs. Although the government remains<br />

responsible for capital and operating costs associated with environmental compliance, responsibility for fines and penalties<br />

associated with environmental noncompliance typically is borne by either the government or the contractor, depending on the<br />

contract and the relevant facts. Some environmental laws include criminal provisions. An environmental law conviction<br />

could affect our ability to be awarded future, or perform existing, U.S. Government contracts.<br />

We have incurred and will continue to incur liabilities under various federal, state, local and foreign statutes for<br />

environmental protection and remediation. The extent of our financial exposure cannot in all cases be reasonably estimated at<br />

this time. Among the variables management must assess in evaluating costs associated with these cases and remediation sites<br />

generally are the status of site assessment, extent of the contamination, impacts on natural resources, changing cost estimates,<br />

evolution of technologies used to remediate the site, and continually evolving governmental environmental standards and<br />

cost allowability issues. For information regarding these matters, including current estimates of the amounts that we believe<br />

are required for remediation or cleanup to the extent probable and estimable, see “Critical Accounting Policies –<br />

Environmental Matters” in Management’s Discussion and Analysis of Financial Condition and Results of Operations and<br />

“Note 14 – Legal Proceedings, Commitments and Contingencies” of our consolidated financial statements.<br />

We are involved in a number of legal proceedings. We cannot predict the outcome of litigation and other<br />

contingencies with certainty.<br />

Our business may be adversely affected by the outcome of legal proceedings and other contingencies that cannot be<br />

predicted with certainty. As required by GAAP, we estimate loss contingencies and establish reserves based on our<br />

assessment of contingencies where liability is deemed probable and reasonably estimable in light of the facts and<br />

circumstances known to us at a particular point in time. Subsequent developments in legal proceedings may affect our<br />

19


assessment and estimates of the loss contingency recorded as a liability or as a reserve against assets in our financial<br />

statements. For a description of our current legal proceedings, see Item 3 – Legal Proceedings and “Note 14 – Legal<br />

Proceedings, Commitments and Contingencies” of our consolidated financial statements.<br />

Our success depends, in part, on our ability to maintain a qualified workforce.<br />

Due to the specialized nature of our business, our future performance is highly dependent upon our ability to maintain a<br />

workforce with the requisite skills in multiple areas including: engineering, science, manufacturing, information technology,<br />

cybersecurity, business development and strategy and management. Our operating performance is also dependent upon<br />

personnel who hold security clearances and receive substantial training in order to work on certain programs or tasks.<br />

Additionally, as we expand our operations internationally, it will be increasingly important to hire and retain personnel with<br />

relevant experience in local laws, regulations, customs, traditions and business practices.<br />

We face a number of challenges that may affect personnel retention such as our endeavors to increase the efficiency of<br />

our operations and improve the affordability of our products and services such as workforce reductions and consolidating and<br />

relocating certain operations. Additionally, our workforce demographic continues to shift toward a higher proportion of<br />

employees nearing retirement. In June 2014, we amended certain of our defined benefit pension plans for non-union<br />

employees to freeze future retirement benefits, which may encourage retirement-eligible personnel to elect to retire earlier<br />

than anticipated.<br />

To the extent that we lose experienced personnel, it is critical that we develop other employees, hire new qualified<br />

personnel, and successfully manage the transfer of critical knowledge. Competition for personnel is intense, and we may not<br />

be successful in hiring or retaining personnel with the requisite skills or clearances. We increasingly compete with<br />

commercial technology companies outside of the aerospace and defense industry for qualified technical, cyber and scientific<br />

positions as the number of qualified domestic engineers is decreasing and the number of cyber professionals is not keeping<br />

up with demand. To the extent that these companies grow at a faster rate or face fewer cost and product pricing constraints,<br />

they may be able to offer more attractive compensation and other benefits to candidates or our existing employees. To the<br />

extent that the demand for skilled personnel exceeds supply, we could experience higher labor, recruiting or training costs in<br />

order to attract and retain such employees; we could experience difficulty in performing our contracts if we were unable to<br />

do so. We also must manage leadership development and succession planning throughout our business. While we have<br />

processes in place for management transition and the transfer of knowledge, the loss of key personnel, coupled with an<br />

inability to adequately train other personnel, hire new personnel or transfer knowledge, could significantly impact our ability<br />

to perform under our contracts.<br />

Approximately 18% of our employees are covered by collective bargaining agreements with various unions.<br />

Historically, where employees are covered by collective bargaining agreements with various unions, we have been successful<br />

in negotiating renewals to expiring agreements without any material disruption of operating activities. This does not assure,<br />

however, that we will be successful in our efforts to negotiate renewals of our existing collective bargaining agreements in<br />

the future. If we encounter difficulties with renegotiations or renewals of collective bargaining arrangements or are<br />

unsuccessful in those efforts, we could incur additional costs and experience work stoppages. Union actions at suppliers can<br />

also affect us. Any delays or work stoppages could adversely affect our ability to perform under our contracts, which could<br />

negatively impact our results of operations, cash flows, and financial condition.<br />

Our estimates and projections may prove to be inaccurate.<br />

The accounting for some of our most significant activities is based on judgments and estimates, which are complex and<br />

subject to many variables. For example, accounting for sales using the percentage-of-completion method requires that we<br />

assess risks and make assumptions regarding schedule, cost, technical and performance issues for each of our thousands of<br />

contracts, many of which are long-term in nature. Additionally, we initially allocate the purchase price of acquired businesses<br />

based on a preliminary assessment of the fair value of identifiable assets acquired and liabilities assumed. The size and<br />

breadth of significant acquisitions, such as Sikorsky, necessitate the use of a one year measurement period to adequately<br />

analyze and assess a number of factors used in establishing the asset and liability fair values as of the acquisition date and<br />

could result in adjustments to asset and liability balances, including changes in fair values of contracts assumed, fixed assets,<br />

inventories and deferred revenue and changes in fair values of intangible assets and goodwill, as well as changes to the<br />

amortization periods assigned to these assets. Any potential adjustments made could be material in relation to the preliminary<br />

purchase price allocations recorded on acquisition dates. Another example is the $13.6 billion of goodwill assets recorded on<br />

our Balance Sheet as of December 31, 2015 from previous acquisitions which represent greater than 27% of our total assets.<br />

These goodwill assets are subject to annual impairment testing and more frequent testing upon the occurrence of certain<br />

20


events or significant changes in circumstances that indicate goodwill may be impaired. If we experience changes or factors<br />

arise that negatively affect the expected cash flows of a reporting unit, we may be required to write off all or a portion of the<br />

reporting unit’s related goodwill assets.<br />

Changes in U.S. or foreign tax laws, including those with retroactive effect, and audits by tax authorities could result in<br />

unanticipated increases in our tax expense and affect profitability and cash flows. For example, proposals to lower the U.S.<br />

corporate income tax rate would require us to reduce our net deferred tax assets upon enactment of the related tax legislation,<br />

with a corresponding material, one-time increase to income tax expense; however, our income tax expense and payments<br />

would be materially reduced in subsequent years.<br />

Actual financial results could differ from our judgments and estimates. Refer to “Critical Accounting Policies” in<br />

Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Note 1 – Significant<br />

Accounting Policies” of our consolidated financial statements for a complete discussion of our significant accounting<br />

policies and use of estimates.<br />

ITEM 1B.<br />

Unresolved Staff Comments.<br />

None.<br />

ITEM 2.<br />

Properties.<br />

At December 31, 2015, we owned or leased building space (including offices, manufacturing plants, warehouses, service<br />

centers, laboratories and other facilities) at approximately 591 locations primarily in the U.S. Additionally, we manage or<br />

occupy various U.S. Government-owned facilities under lease and other arrangements.<br />

At December 31, 2015, we had significant operations in the following locations:<br />

• Aeronautics – Palmdale, California; Marietta, Georgia; Greenville, South Carolina; Fort Worth and San Antonio, Texas;<br />

and Montreal, Canada.<br />

• Information Systems & Global Solutions – Gaithersburg, Maryland.<br />

• Missiles and Fire Control – Camden, Arkansas; Orlando, Florida; and Grand Prairie, Texas.<br />

• Mission Systems and Training – Stratford and Shelton, Connecticut; Colorado Springs, Colorado; Orlando and Jupiter,<br />

Florida; Baltimore, Maryland; Moorestown/Mt. Laurel, New Jersey; Owego and Syracuse, New York; Coatesville,<br />

Pennsylvania; Akron, Ohio; Manassas, Virginia; and Mielec, Poland.<br />

• Space Systems – Huntsville, Alabama; Sunnyvale, California; Denver, Colorado; Albuquerque, New Mexico; and Valley<br />

Forge, Pennsylvania.<br />

• Corporate activities – Lakeland, Florida; and Bethesda, Maryland.<br />

In connection with the acquisition of Sikorsky Aircraft Corporation, we assumed 6.5 million square feet of building<br />

space. However, as a result of our ongoing consolidation efforts we reduced our overall floor space by 2.1 million square feet<br />

at our previously owned heritage properties in 2015.<br />

The following is a summary of our square feet of floor space by business segment at December 31, 2015 (in millions):<br />

Owned Leased<br />

U.S. Government-<br />

Owned Total<br />

Aeronautics 5.8 2.5 14.2 22.5<br />

Information Systems & Global Solutions 0.5 3.2 — 3.7<br />

Missiles and Fire Control 4.2 4.3 1.8 10.3<br />

Mission Systems and Training 10.9 8.3 0.4 19.6<br />

Space Systems 8.5 2.6 7.8 18.9<br />

Corporate activities 3.0 1.0 — 4.0<br />

Total 32.9 21.9 24.2 79.0<br />

We believe our facilities are in good condition and adequate for their current use. We may improve, replace or reduce<br />

facilities as considered appropriate to meet the needs of our operations.<br />

21


ITEM 3. Legal Proceedings.<br />

We are a party to or have property subject to litigation and other proceedings that arise in the ordinary course of our<br />

business, including matters arising under provisions relating to the protection of the environment, and are subject to<br />

contingencies related to certain businesses we previously owned. These types of matters could result in fines, penalties,<br />

compensatory or treble damages or non-monetary sanctions or relief. We believe the probability is remote that the outcome<br />

of these matters will have a material adverse effect on the Corporation as a whole, notwithstanding that the unfavorable<br />

resolution of any matter may have a material effect on our net earnings in any particular interim reporting period. We cannot<br />

predict the outcome of legal or other proceedings with certainty. These matters include the proceedings summarized in<br />

“Note 14 – Legal Proceedings, Commitments and Contingencies” of our consolidated financial statements.<br />

We are subject to federal, state, local and foreign requirements for protection of the environment, including those for<br />

discharge of hazardous materials and remediation of contaminated sites. As a result, we are a party to or have property<br />

subject to various lawsuits or proceedings involving environmental protection matters. Due in part to their complexity and<br />

pervasiveness, such requirements have resulted in us being involved with related legal proceedings, claims and remediation<br />

obligations. The extent of our financial exposure cannot in all cases be reasonably estimated at this time. For information<br />

regarding these matters, including current estimates of the amounts that we believe are required for remediation or clean-up<br />

to the extent estimable, see “Critical Accounting Policies – Environmental Matters” in Management’s Discussion and<br />

Analysis of Financial Condition and Results of Operations and “Note 14 – Legal Proceedings, Commitments and<br />

Contingencies” of our consolidated financial statements.<br />

On October 26, 2015, the New Mexico Environmental Department (NMED) issued a Notice of Violation (NOV) related to a<br />

hazardous waste compliance evaluation that NMED conducted at Sandia National Laboratories in April 2015. Sandia Corporation<br />

manages Sandia National Laboratories on behalf of the Department of Energy. The NOV sets forth several violations of New<br />

Mexico’s Hazardous Waste Regulations generally related to alleged failures to: make hazardous waste determinations, determine if<br />

waste meets land disposal standards, prepare proper manifests, properly train personnel, complete inspection forms, maintain<br />

inspection records, properly label waste and comply with time-based waste storage limits. Unlawful disposal of waste as a result of<br />

the foregoing was also alleged. NMED proposed a civil penalty of approximately $151,000 which Sandia Corporation paid. We do<br />

not currently believe that it is probable that we will incur a material loss related to this matter.<br />

We have reached an agreement to settle with the U.S. Department of Justice (DOJ) and the qui tam relators two previously<br />

disclosed lawsuits in which the DOJ filed complaints in partial intervention on August 28, 2003. The lawsuits, United States ex<br />

rel. Natural Resources Defense Council, et al., v. Lockheed Martin Corporation, et al., and United States ex rel. John D. Tillson<br />

v. Lockheed Martin Energy Systems, Inc., et al., were filed by the relators in 1999 under the civil qui tam provisions of the False<br />

Claims Act in the U.S. District Court for the Western District of Kentucky and alleged that we committed violations of the<br />

Resource Conservation and Recovery Act (RCRA) at the Paducah Gaseous Diffusion Plant by not properly handling, storing<br />

and transporting hazardous waste and that we violated the False Claims Act by misleading Department of Energy officials and<br />

state regulators about the nature and extent of environmental noncompliance at the plant. The parties are finalizing the terms of<br />

the settlement agreement, which is considered a tentative agreement until it is formally approved by the United States<br />

Government. Under the terms of our agreement, we will pay $5 million, of which $4 million will be allocated to all Defendants,<br />

including the Corporation and its predecessor, Martin Marietta Corporation; wholly-owned subsidiary Lockheed Martin Energy<br />

Systems, Inc. and its predecessor, Martin Marietta Energy Systems, Inc.; and wholly-owned subsidiary Lockheed Martin Utility<br />

Services, Inc. and its predecessor Martin Marietta Utility Services, Inc. and the False Claims Act allegations; $500,000 will be<br />

allocated to Lockheed Martin Energy Systems, Inc. and RCRA civil penalties; and $500,000 will be allocated to Lockheed<br />

Martin Utility Services, Inc. and RCRA civil penalties. We believe that we have substantial defenses to all of the allegations and<br />

have agreed to settle the case to avoid the costs of further litigation of this matter which has been ongoing in excess of sixteen<br />

years. We will admit no liability or wrongdoing in resolving the matter.<br />

As a U.S. Government contractor, we are subject to various audits and investigations by the U.S. Government to<br />

determine whether our operations are being conducted in accordance with applicable regulatory requirements. U.S.<br />

Government investigations of us, whether relating to government contracts or conducted for other reasons, could result in<br />

administrative, civil, or criminal liabilities, including repayments, fines or penalties being imposed upon us, suspension,<br />

proposed debarment, debarment from eligibility for future U.S. Government contracting, or suspension of export privileges.<br />

Suspension or debarment could have a material adverse effect on us because of our dependence on contracts with the U.S.<br />

Government. U.S. Government investigations often take years to complete and many result in no adverse action against us.<br />

We also provide products and services to customers outside of the U.S., which are subject to U.S. and foreign laws and<br />

regulations and foreign procurement policies and practices. Our compliance with local regulations or applicable U.S.<br />

Government regulations also may be audited or investigated.<br />

ITEM 4. Mine Safety Disclosures.<br />

Not applicable.<br />

22


ITEM 4(a). Executive Officers of the Registrant.<br />

Our executive officers as of February 24, 2016 are listed below, with their ages on that date, positions and offices<br />

currently held, and principal occupation and business experience during at least the last five years. There were no family<br />

relationships among any of our executive officers and directors. All officers serve at the discretion of the Board of Directors.<br />

Richard F. Ambrose (age 57), Executive Vice President – Space Systems<br />

Mr. Ambrose has served as Executive Vice President of Space Systems since April 2013. He previously served as Vice<br />

President and Deputy, Space Systems from July 2012 to March 2013; President, Information Systems & Global Solutions –<br />

Security from January 2011 to June 2012; and Vice President and General Manager, Space Systems – Surveillance and<br />

Navigations Systems from January 2008 to December 2010.<br />

Sondra L. Barbour (age 53), Executive Vice President – Information Systems & Global Solutions<br />

Ms. Barbour has served as Executive Vice President of Information Systems & Global Solutions since April 2013. She<br />

previously served as Senior Vice President and Chief Information Officer from January 2012 to March 2013, and Vice<br />

President and Chief Information Officer from February 2008 to January 2012.<br />

Dale P. Bennett (age 59), Executive Vice President – Mission Systems and Training<br />

Mr. Bennett has served as Executive Vice President of Mission Systems and Training since December 2012. He<br />

previously served as President, Mission Systems & Sensors from August 2011 to December 2012; President, Global Training<br />

and Logistics from June 2010 to July 2011; and President, Simulation, Training & Support from July 2005 to May 2010.<br />

Orlando P. Carvalho (age 57), Executive Vice President – Aeronautics<br />

Mr. Carvalho has served as Executive Vice President of Aeronautics since March 2013. He previously served as<br />

Executive Vice President and General Manager, F-35 Program from March 2012 to March 2013; Vice President and Deputy,<br />

F-35 Program from August 2011 to March 2012; President, Mission Systems & Sensors from January 2010 to July 2011; and<br />

Vice President and General Manager, Surface Systems Ballistic Missile Defense Programs from January 2006 to January<br />

2010.<br />

Brian P. Colan (age 55), Vice President, Controller, and Chief Accounting Officer<br />

Mr. Colan has served as Vice President, Controller, and Chief Accounting Officer since August 2014. He previously<br />

served as Vice President and Controller, Missiles and Fire Control from January 2013 to August 2014; and Vice President<br />

and Controller, Electronic Systems from October 2011 to January 2013. He was previously employed by British Aerospace<br />

Systems from January 2005 to September 2011, most recently as Vice President, Finance, Land Armaments Operation<br />

Group.<br />

Richard H. Edwards (age 59), Executive Vice President – Missiles and Fire Control<br />

Mr. Edwards has served as Executive Vice President of Missiles and Fire Control since December 2012. He previously<br />

served as Executive Vice President, Program and Technology Integration, Missiles and Fire Control from June 2012 to<br />

December 2012; and Vice President, Tactical Missiles and Combat Maneuver Systems from July 2005 to June 2012.<br />

Marillyn A. Hewson (age 62), Chairman, President and Chief Executive Officer<br />

Ms. Hewson has served as Chairman, President and Chief Executive Officer of Lockheed Martin since January 2014.<br />

Having served 33 years at Lockheed Martin in roles of increasing responsibility, she held the positions of Chief Executive<br />

Officer and President from January 2013 to December 2013; President and Chief Operating Officer from November 2012 to<br />

December 2012; Executive Vice President – Electronic Systems from January 2010 to November 2012; and President,<br />

Systems Integration – Owego from September 2008 to December 2009.<br />

23


Maryanne R. Lavan (age 56), Senior Vice President, General Counsel and Corporate Secretary<br />

Ms. Lavan has served as Senior Vice President and General Counsel since June 2010 and Corporate Secretary since<br />

September 2010. She previously served as Vice President, Internal Audit from February 2007 to June 2010.<br />

Kenneth R. Possenriede (age 56), Vice President and Treasurer<br />

Mr. Possenriede has served as Vice President and Treasurer since July 2011. He previously served as Vice President,<br />

Finance and Business Operations of Electronic Systems from July 2008 to June 2011.<br />

Bruce L. Tanner (age 56), Executive Vice President and Chief Financial Officer<br />

Mr. Tanner has served as Executive Vice President and Chief Financial Officer since September 2007.<br />

24


PART II<br />

ITEM 5.<br />

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity<br />

Securities.<br />

At January 29, 2016, we had 29,972 holders of record of our common stock, par value $1 per share. Our common stock<br />

is traded on the New York Stock Exchange (NYSE) under the symbol LMT. Information concerning the stock prices based<br />

on intra-day trading prices as reported on the NYSE composite transaction tape and dividends paid during the past two years<br />

is as follows:<br />

Common Stock – Dividends Paid Per Share and Market Prices<br />

Dividends Paid Per Share Stock Prices (High-Low)<br />

Quarter 2015 2014 2015 2014<br />

First $1.50 $1.33 $207.06 - $186.01 $168.41 - $144.69<br />

Second 1.50 1.33 206.19 - 185.65 168.87 - 153.54<br />

Third 1.50 1.33 213.34 - 181.91 182.27 - 156.23<br />

Fourth 1.65 1.50 227.91 - 199.01 198.72 - 166.28<br />

Year $6.15 $5.49 $227.91 - $181.91 $198.72 - $144.69<br />

Stockholder Return Performance Graph<br />

The following graph compares the total return on a cumulative basis of $100 invested in Lockheed Martin common<br />

stock on December 31, 2010 to the Standard and Poor’s (S&P) 500 Index and the S&P Aerospace & Defense (S&P Aero)<br />

Index.<br />

400<br />

350<br />

300<br />

250<br />

200<br />

150<br />

100<br />

50<br />

-<br />

Lockheed Martin Common Stock<br />

S&P Aerospace & Defense Index<br />

S&P 500 Index<br />

The S&P Aero Index comprises General Dynamics Corporation, Honeywell International Inc., L3 Communications<br />

Holdings Inc., Lockheed Martin Corporation, Northrop Grumman Corporation, Precision Cast Parts Corporation, Raytheon<br />

Company, Rockwell Collins, Inc., Textron Inc., The Boeing Company, and United Technologies Corporation. The<br />

stockholder return performance indicated on the graph is not a guarantee of future performance.<br />

This graph is not deemed to be “filed” with the U.S. Securities and Exchange Commission or subject to the liabilities of<br />

Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), and should not be deemed to be incorporated by<br />

reference into any of our prior or subsequent filings under the Securities Act of 1933 or the Exchange Act.<br />

25


Purchases of Equity Securities<br />

The following table provides information about our repurchases of our common stock registered pursuant to Section 12<br />

of the Securities Exchange Act of 1934 during the quarter ended December 31, 2015.<br />

Period (a)<br />

Total<br />

Number of<br />

Shares<br />

Purchased<br />

Average<br />

Price Paid<br />

Per Share<br />

Total Number of<br />

Shares Purchased<br />

as Part of Publicly<br />

Announced Plans or<br />

Programs (b)<br />

Amount<br />

Available for<br />

Future Share<br />

Repurchases<br />

Under the<br />

Plans or<br />

Programs (b)<br />

(in millions)<br />

September 28, 2015 – October 25, 2015 754,286 $208.57 754,004 $4,150<br />

October 26, 2015 – November 29, 2015 1,300,340 $218.87 1,300,071 $3,866<br />

November 30, 2015 – December 31, 2015 1,231,351 $217.27 1,221,812 $3,600<br />

Total 3,285,977 (c) $215.90 3,275,887 $3,600<br />

(a)<br />

(b)<br />

(c)<br />

We close our books and records on the last Sunday of each month to align our financial closing with our business processes, except<br />

for the month of December, as our fiscal year ends on December 31. As a result, our fiscal months often differ from the calendar<br />

months. For example, September 28, 2015 was the first day of our October 2015 fiscal month.<br />

In October 2010, our Board of Directors approved a share repurchase program pursuant to which we are authorized to repurchase<br />

our common stock in privately negotiated transactions or in the open market at prices per share not exceeding the then-current<br />

market prices. On September 24, 2015, our Board of Directors authorized a $3.0 billion increase to the program. Under the program,<br />

management has discretion to determine the dollar amount of shares to be repurchased and the timing of any repurchases in<br />

compliance with applicable law and regulation. This includes purchases pursuant to Rule 10b5-1 plans. The program does not have<br />

an expiration date.<br />

During the quarter ended December 31, 2015, the total number of shares purchased included 10,090 shares that were transferred to<br />

us by employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock units. These<br />

purchases were made pursuant to a separate authorization by our Board of Directors and are not included within the program.<br />

26


ITEM 6.<br />

Selected Financial Data.<br />

(In millions, except per share data) 2015 2014 2013 2012 2011<br />

Operating results<br />

Net sales $46,132 $45,600 $45,358 $47,182 $46,499<br />

Operating profit (a)(b) 5,436 5,592 4,505 4,434 4,020<br />

Net earnings from continuing operations (a)(b) 3,605 3,614 2,950 2,745 2,667<br />

Net earnings (a)(b) 3,605 3,614 2,981 2,745 2,655<br />

Net earnings from continuing operations per common share<br />

Basic (a)(b) 11.62 11.41 9.19 8.48 7.94<br />

Diluted (a)(b) 11.46 11.21 9.04 8.36 7.85<br />

Net earnings per common share<br />

Basic (a)(b) 11.62 11.41 9.29 8.48 7.90<br />

Diluted (a)(b) 11.46 11.21 9.13 8.36 7.81<br />

Cash dividends declared per common share $ 6.15 $ 5.49 $ 4.78 $ 4.15 $ 3.25<br />

Balance sheet (c)<br />

Cash, cash equivalents and short-term investments (b) $ 1,090 $ 1,446 $ 2,617 $ 1,898 $ 3,582<br />

Total current assets 16,198 12,322 13,329 13,855 14,094<br />

Goodwill (d) 13,576 10,862 10,348 10,370 10,148<br />

Total assets (b)(d) 49,128 37,046 36,163 38,629 37,878<br />

Total current liabilities 14,057 11,112 11,120 12,155 12,130<br />

Total debt, net (e) 15,261 6,142 6,127 6,280 6,430<br />

Total liabilities (b)(e) 46,031 33,646 31,245 38,590 36,877<br />

Stockholders’ equity (b) 3,097 3,400 4,918 39 1,001<br />

Common shares in stockholders’ equity at year-end 303 314 319 321 321<br />

Cash flow information<br />

Net cash provided by operating activities (b)(f) $ 5,101 $ 3,866 $ 4,546 $ 1,561 $ 4,253<br />

Net cash used for investing activities (g) (9,734) (1,723) (1,121) (1,177) (788)<br />

Net cash provided by (used for) financing activities (h) 4,277 (3,314) (2,706) (2,068) (2,144)<br />

Backlog (i) $99,600 $80,547 $82,600 $82,300 $80,700<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

(e)<br />

(f)<br />

(g)<br />

(h)<br />

(i)<br />

Our operating profit, earnings and earnings per share were affected by severance charges of $102 million ($66 million or $.21 per<br />

share, after tax) in 2015 (Note 15); severance charges of $201 million ($130 million or $.40 per share, after tax) in 2013 (Note 15);<br />

and severance charges of $136 million ($88 million or $.26 per share, after tax) in 2011; a non-cash goodwill impairment charge of<br />

$119 million ($107 million or $.33 per share, after tax) in 2014 (Note 1); and a non-cash goodwill impairment charge of<br />

$195 million ($176 million or $.54 per share, after tax) in 2013 (Note 1).<br />

The impact of our postretirement benefit plans can cause our operating profit, net earnings, cash flows and amounts recorded on our<br />

Balance Sheets to fluctuate. Accordingly, our earnings were affected by FAS/CAS pension income of $471 million and $376 million<br />

in 2015 and 2014 and expense of $482 million, $830 million, and $922 million in 2013, 2012, and 2011. We had $5 million in<br />

pension contributions in 2015 (for Sikorsky plans), as compared to $2.0 billion in 2014, $2.25 billion in 2013, $3.6 billion in 2012<br />

and $2.3 billion in 2011, and these contributions caused fluctuations in our operating cash flows and cash balance between each of<br />

those years. Fluctuations in our total assets, total liabilities and stockholders’ equity between years from 2011 to 2014 primarily<br />

were due to the annual measurement of the funded status of our postretirement benefit plans. See “Critical Accounting Policies –<br />

Postretirement Benefit Plans” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for more<br />

information.<br />

Certain prior period amounts have been reclassified to conform to current year presentation.<br />

The increase in our goodwill and total assets from 2014 to 2015 was primarily attributable to the Sikorsky acquisition, which<br />

resulted in an increase in goodwill and total assets of $2.8 billion and $11.7 billion, respectively.<br />

The increase in our total debt and total liabilities from 2014 to 2015 was primarily a result of the debt incurred to fund the Sikorsky<br />

acquisition, as well as the issuance of debt in February of 2015 for general corporate purposes (Note 3 and Note 10).<br />

The fluctuations in our net cash provided by operating activities between years from 2011 to 2015 were due to changes in pension<br />

contributions, working capital and tax payments made. See “Liquidity and Cash Flows” in Management’s Discussion and Analysis<br />

of Financial Condition and Results of Operations for more information.<br />

The increase in our cash used for investing activities in 2015 and 2014 was attributable to acquisitions of businesses, including the<br />

$9.0 billion acquisition of Sikorsky in 2015, net of cash acquired (Note 3).<br />

The increase in our cash provided by financing activities in 2015 was primarily a result of the debt incurred to fund the Sikorsky<br />

acquisition (Note 10). The increase in our cash used for financing activities in 2014 was due to decreased proceeds from stock<br />

option exercises, higher dividends paid and increased payments for repurchases of common stock. See “Liquidity and Cash Flows”<br />

in Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information.<br />

Backlog at December 31, 2015 includes approximately $15.6 billion related to Sikorsky and $4.8 billion related to our IS&GS<br />

business segment, which we plan to divest in 2016. Sikorsky backlog may change as we complete our acquired backlog analysis.<br />

27


ITEM 7.<br />

Management’s Discussion and Analysis of Financial Condition and Results of Operations.<br />

Business Overview<br />

We are a global security and aerospace company principally engaged in the research, design, development, manufacture,<br />

integration and sustainment of advanced technology systems, products and services. We also provide a broad range of<br />

management, engineering, technical, scientific, logistics and information services. We serve both U.S. and international<br />

customers with products and services that have defense, civil and commercial applications, with our principal customers<br />

being agencies of the U.S. Government. In 2015, 78% of our $46.1 billion in net sales were from the U.S. Government, either<br />

as a prime contractor or as a subcontractor (including 58% from the Department of Defense (DoD)), 21% were from<br />

international customers (including foreign military sales (FMS) contracted through the U.S. Government) and 1% were from<br />

U.S. commercial and other customers. Our main areas of focus are in defense, space, intelligence, homeland security and<br />

information technology, including cybersecurity.<br />

We operate in five business segments: Aeronautics, Information Systems & Global Solutions (IS&GS), Missiles and<br />

Fire Control (MFC), Mission Systems and Training (MST) and Space Systems. We organize our business segments based on<br />

the nature of products and services offered.<br />

We operate in an environment characterized by both increasing complexity in global security and continuing economic<br />

pressures in the U.S. and globally. A significant component of our strategy in this environment is to focus on program<br />

execution, improving the quality and predictability of the delivery of our products and services and placing security<br />

capability quickly into the hands of our U.S. and international customers at affordable prices. Recognizing that our customers<br />

are resource constrained, we are endeavoring to develop and extend our portfolio domestically in a disciplined manner with a<br />

focus on adjacent markets close to our core capabilities, as well as growing our international sales. We continue to focus on<br />

affordability initiatives. We also expect to continue to invest in technologies to fulfill new mission requirements for our<br />

customers and invest in our people so that we have the technical skills necessary to succeed without limiting our ability to<br />

return substantially all of our free cash flow 1 to our investors in the form of dividends and share repurchases over the next<br />

two years.<br />

We expect 2016 net sales will increase in the high single digit range from 2015 levels. The projected growth is driven by<br />

the addition of Sikorsky and increased volume expected on the F-35 program, offset by volume declines at our IS&GS and<br />

Space Systems business segments. We expect our 2016 segment operating profit will decline in the high single digit range<br />

from 2015 levels due to an expected decrease in segment operating profit at our IS&GS, MFC and Space Systems business<br />

segments. Operating margin is expected to decline due to costs associated with the Sikorsky acquisition, including the impact<br />

of purchase accounting adjustments, integration costs and inherited restructuring costs associated with actions committed to<br />

by Sikorsky prior to acquisition. Accordingly, we expect 2016 segment operating profit margin will be below 2015 levels, in<br />

the 10% range. Our 2016 outlook includes amounts for the government IT infrastructure services and technical services<br />

businesses we expect to divest. The 2016 outlook will not be adjusted to exclude these businesses until a divestiture is<br />

completed. Our outlook for 2016 assumes the U.S. Government continues to support and fund our key programs, consistent<br />

with the government fiscal year (GFY) 2016 budget. Changes in circumstances may require us to revise our assumptions,<br />

which could materially change our current estimate of 2016 net sales and operating profit margin. For additional information<br />

related to trends in net sales and operating profit at our business segments, see the “Business Segment Results of Operations”<br />

section below.<br />

Portfolio Shaping Activities<br />

We continuously strive to strengthen our portfolio of products and services to meet the current and future needs of our<br />

customers. We accomplish this in part by our independent research and development activities and through acquisition,<br />

divestiture and internal realignment activities.<br />

We selectively pursue the acquisition of businesses and investments at attractive valuations that will expand or<br />

complement our current portfolio and allow access to new customers or technologies. We also may explore the divestiture of<br />

businesses that no longer meet our needs or strategy or that could perform better outside of our organization. In pursuing our<br />

business strategy, we routinely conduct discussions, evaluate targets and enter into agreements regarding possible<br />

acquisitions, divestitures, ventures and equity investments.<br />

1 We define free cash flow as cash from operations as determined under U.S. generally accepted accounting principles (GAAP), less capital<br />

expenditures as presented on our Statements of Cash Flows.<br />

28


Strategic Actions<br />

Acquisition of Sikorsky Aircraft Corporation<br />

On November 6, 2015, pursuant to a Stock Purchase Agreement, dated as of July 19, 2015 by and between us and United<br />

Technologies Corporation (UTC) and certain wholly-owned subsidiaries of UTC, we completed the acquisition of Sikorsky<br />

Aircraft Corporation (Sikorsky) for $9.0 billion, net of cash acquired. Sikorsky, a global company primarily engaged in the<br />

design, manufacture, service and support of military and commercial helicopters, has become a wholly-owned subsidiary of<br />

ours, aligned under the MST business segment. We funded the acquisition with new debt issuances, commercial paper and<br />

cash on hand. We and UTC made a joint election under Section 338(h)(10) of the Internal Revenue Code, which treats the<br />

transaction as an asset purchase for tax purposes. This election generates a cash tax benefit with an estimated net present<br />

value of $1.9 billion for us and our stockholders. The financial results of the acquired Sikorsky business have been included<br />

in our consolidated results of operations from the November 6, 2015 acquisition date through December 31, 2015.<br />

Accordingly, the consolidated financial results for the year ended December 31, 2015 do not reflect a full year of Sikorsky<br />

operations. See “Capital Structure, Resources and Other” below for a discussion of the debt we incurred in connection with<br />

the Sikorsky acquisition.<br />

Strategic Review of Government Information Technology (IT) and Technical Services Businesses<br />

Information Systems & Global Solutions Divestiture<br />

On January 26, 2016 we entered into definitive agreements to separate and combine our Information Systems & Global<br />

Solutions (IS&GS) business segment with Leidos Holdings, Inc. (Leidos) in a tax-efficient Reverse Morris Trust transaction<br />

anticipated to unlock approximately $5.0 billion in estimated enterprise value for our stockholders, including a $1.8 billion<br />

one-time special cash payment to us. We intend to use the net proceeds of the transaction to repay debt, pay dividends or<br />

repurchase our stock. Additionally, our stockholders will receive approximately 50.5 percent of the outstanding equity of<br />

Leidos on a fully diluted basis (approximately 77 million shares) with an estimated value of $3.2 billion based on Leidos’<br />

stock price on the date of announcement. However, the actual value of the stock to be received by our stockholders will<br />

depend on the value of such shares at the time of closing of the transaction and our stockholders may receive more or less<br />

than the anticipated value. At our election, the distribution may be effected by means of a pro rata dividend in a spin-off<br />

transaction or in an exchange offer for outstanding Lockheed Martin Shares in a split-off transaction. The transaction<br />

structure, which is subject to market conditions, is currently contemplated to be a split-off transaction resulting in a decrease<br />

in our outstanding common shares and a significant book gain at closing. In a split-off transaction, only those stockholders<br />

that elect to participate will receive Leidos shares in the merger transaction, provided, that, if the exchange offer is not fully<br />

subscribed, Lockheed Martin will spin-off the remaining shares to be converted into Leidos stock in the merger pro rata.<br />

Subsequent to the program realignment described below, our IS&GS business segment represents the government IT and<br />

technical services businesses that were under strategic review. The transaction is expected to close in the third or fourth<br />

quarter of 2016. Until closing, IS&GS will operate as a business segment and financial results for the IS&GS business<br />

segment will be reported in our continuing operations.<br />

Program Realignment<br />

During the fourth quarter of 2015, we realigned certain programs among our business segments in connection with the<br />

strategic review of our government IT and technical services businesses. As part of the realignment:<br />

• command, control, communications, computers, intelligence, surveillance and reconnaissance (C4ISR) and government<br />

cyber programs were transferred from the IS&GS business segment to the MST business segment;<br />

• energy solutions programs were transferred from the IS&GS business segment to the MFC business segment;<br />

• space ground station programs were transferred from the IS&GS business segment to Space Systems business segment;<br />

and<br />

• technical services programs were transferred from the MFC business segment to the IS&GS business segment.<br />

Subsequent to the program realignment, the government IT and technical services businesses that were under strategic<br />

review are now aligned under the IS&GS business segment. The program realignment did not impact our consolidated results<br />

of operations. The amounts, discussion and presentation of our business segment financial results for all periods presented<br />

reflect this realignment.<br />

29


Other Acquisitions<br />

In addition to the previously described acquisition of Sikorsky in 2015, we had the following significant acquisition<br />

related activity in each of the prior two years:<br />

In 2014, we paid $898 million for acquisitions of businesses and investments in affiliates, net of cash acquired, primarily<br />

related to the following acquisitions:<br />

• Systems Made Simple – a provider of health information technology solutions, which is included in our IS&GS business<br />

segment;<br />

• Zeta Associates, Inc. – a designer of systems that enable collection, processing, safeguarding and dissemination of<br />

information for intelligence and defense communities, which is included in our Space Systems business segment; and<br />

• Industrial Defender – a provider of cybersecurity solutions for control systems in the oil and gas, utility and chemical<br />

industries, which is included in our IS&GS business segment.<br />

In 2013, we paid $269 million for acquisitions of businesses and investments in affiliates, net of cash acquired, primarily<br />

related to the acquisition of Amor Group, a United Kingdom-based company specializing in information technology, civil<br />

government services and the energy market. Amor Group is included in our IS&GS business segment.<br />

For additional information, see “Note 3 – Acquisitions and Divestitures” of our consolidated financial statements.<br />

Industry Considerations<br />

U.S. Government Funding Constraints<br />

The U.S. Government, our principal customer, continues to face significant fiscal and economic challenges such as<br />

financial deficits, budget uncertainty, increasing debt levels, and an economy with restrained growth. To address these<br />

challenges, the U.S. Government continues to focus on discretionary spending, entitlement programs, taxes, and other<br />

initiatives to stimulate the economy, create jobs, and reduce the deficit. In doing so, the Administration and Congress must<br />

balance decisions regarding defense, homeland security and other federal spending priorities in a constrained fiscal<br />

environment largely imposed by the Budget Control Act of 2011 (Budget Control Act). The Budget Control Act established<br />

limits on discretionary spending, which provided for reductions to planned defense spending of $487 billion over a 10 year<br />

period that began with GFY 2012 (a U.S. Government fiscal year starts on October 1 and ends on September 30). The Budget<br />

Control Act also provided for additional automatic spending reductions, known as sequestration, which went into effect on<br />

March 1, 2013, that would have reduced planned defense spending by an additional $500 billion over a nine-year period that<br />

began in GFY 2013.<br />

On November 2, 2015, the President signed into law the Bipartisan Budget Act of 2015 (BBA 2015). BBA 2015 raises<br />

the limit on the government’s debt until March 2017 and raises the sequester caps imposed by the Budget Control Act by<br />

$80 billion, split equally between defense and non-defense spending over the next two years ($50 billion in GFY 2016 and<br />

$30 billion in GFY 2017). On December 18, 2015, the President signed into law the Consolidated Appropriations Act of<br />

2016, funding the government through September 30, 2016 and on February 9, 2016, the President submitted a budget<br />

proposal for GFY 2017, consistent with BBA 2015 funding levels. BBA 2015 includes discretionary funding for DoD of<br />

approximately $580 billion in GFY 2016 and $583 billion in GFY 2017. This funding includes a base budget for the DoD of<br />

approximately $521 billion in GFY 2016 and $524 billion in GFY 2017. BBA 2015 also provides approximately $59 billion<br />

for DoD Overseas Contingency Operations (OCO) spending in each of GFY 2016 and GFY 2017.<br />

The Bipartisan Budget Act of 2013 (BBA 2013) passed by Congress in December 2013 alleviated some budget cuts that<br />

would have otherwise been instituted through sequestration in GFY 2014 and GFY 2015. Together, BBA 2013 and BBA<br />

2015 (collectively, the Bipartisan Budget Acts) increased discretionary spending limits through GFY 2017. However, the<br />

Bipartisan Budget Acts retained sequestration cuts for GFYs 2018 through 2021, including the across-the-board spending<br />

reduction methodology provided for in the Budget Control Act. As a result, there remains uncertainty regarding how, or if,<br />

sequestration cuts will be applied in GFY 2018 and beyond. DoD and other agencies may have significantly less flexibility in<br />

how to apply budget cuts in future years. While the defense budget sustained the largest single reductions under the Budget<br />

Control Act, other civil agencies and programs have also been impacted by significant spending reductions. In light of the<br />

Budget Control Act and deficit reduction pressures, it is likely that discretionary spending by the U.S. Government will<br />

remain constrained for a number of years. Additionally, if an annual appropriations bill is not enacted for GFY 2017 or<br />

beyond, the U.S. Government may operate under a continuing resolution, restricting new contract or program starts and<br />

30


government shutdowns could arise. We anticipate there will continue to be significant debate within the U.S. Government<br />

over defense spending throughout the budget appropriations process for GFY 2017 and beyond. The outcome of these<br />

debates could have long-term consequences for our industry and company as described below. However, we continue to<br />

believe that our portfolio of products and services will continue to be well supported in a strategically focused allocation of<br />

budget resources.<br />

Potential Impacts of Budget Reductions<br />

While recent budget actions provide a more measured and strategic approach to addressing the U.S. Government’s fiscal<br />

challenges, sequestration remains a long-term concern. If not further modified, sequestration could have significant negative<br />

impacts on our industry and company in future periods. There may be disruption of ongoing programs, impacts to our supply<br />

chain, contractual actions (including partial or complete terminations), potential facilities closures, and thousands of<br />

personnel reductions across the industry that will severely impact advanced manufacturing operations and engineering<br />

expertise, and accelerate the loss of skills and knowledge. Sequestration, or other budgetary cuts in lieu of sequestration,<br />

could have a material negative effect on our company.<br />

Despite the continued uncertainty surrounding U.S. Government budgets, we have sought to align our businesses with<br />

what we believe are the most critical national priorities and mission areas. Additionally, we are seeking to lessen our<br />

dependence on contracts with the U.S. Government by focusing on expanding into adjacent markets close to our core<br />

capabilities and growing international sales but we may not be successful in this strategy. The possibility remains, however,<br />

that our programs could be materially reduced, extended, or terminated as a result of the U.S. Government’s continuing<br />

assessment of priorities, changes in government priorities, or budget reductions, including sequestration (particularly in those<br />

circumstances where sequestration is implemented across-the-board without regard to national priorities). Additionally,<br />

decreases in production volume associated with budget cuts, including sequestration, will increase unit costs making our<br />

products less affordable for both our U.S. and international customers. In particular, if sequestration level spending cuts are<br />

reinstated in GFY 2018, we may experience significant rescheduling or termination activity with our supplier base. Such<br />

activity could result in claims from our suppliers, which may include the amount established in any settlement agreements,<br />

the costs of evaluating the supplier settlement proposals, and the costs of negotiating settlement agreements. Budget cuts,<br />

including sequestration, could result in restructuring charges, impairment of assets, including goodwill, or other charges. We<br />

expect costs associated with claims from our suppliers and restructuring charges will be recovered from our customers.<br />

Generally, we expect that the impact of budget reductions on our operating results will lag in certain of our businesses<br />

with longer cycles such as our Aeronautics and Space Systems business segments, and our products businesses within our<br />

MFC and MST business segments, due to our production contract backlog. However, our businesses with smaller, short-term<br />

contracts are the most susceptible to the impacts of budget reductions, such as our IS&GS business segment. We have also<br />

experienced increased market pressures in these services businesses including lower in-theater support as troop levels are<br />

drawn down and increased re-competition on existing contracts coupled with the fragmentation of large contracts into<br />

multiple smaller contracts that are awarded primarily on the basis of price. Additionally, our services businesses across most<br />

of our business segments have experienced lower volume due to improved product field performance that require less service<br />

support.<br />

International Business<br />

A key component of our strategic plan is to grow our international sales. To accomplish this growth, we continue to<br />

focus on expanding our in-country presence and strengthening our relationships internationally through partnerships and<br />

local production joint technology offices. Since 2013, we have acquired Amor Group, a United Kingdom-based company,<br />

and we have opened new in-country offices including in Israel, United Kingdom, the United Arab Emirates (UAE), Saudi<br />

Arabia and Qatar that will enable development of ventures to create products and enhance our offerings in technology,<br />

aerospace and security sectors. We conduct business with international customers primarily through our Aeronautics, MFC<br />

and MST business segments.<br />

In our Aeronautics business segment, there remains strong international interest in the F-35 program. The F-35 program<br />

includes commitments from eight international partner countries and three international customers; as well as expressions of<br />

interest from other countries. The U.S. Government and the eight partner countries continue to work together on the design,<br />

testing, production and sustainment of the F-35. The international role on the program continues to grow as we have<br />

successfully delivered aircraft to five international partners, including the first two Norwegian aircraft. In 2015, the first<br />

Italian Final Assembly and Check-Out Facility produced F-35 aircraft was delivered. The award of the Low Rate Initial<br />

Production (LRIP) 9 undefinitized contract action in 2015 included 21 international orders for four international partners and<br />

customers.<br />

31


Other areas of international expansion at our Aeronautics business segment include the F-16 and C-130J programs. In<br />

2015, the Iraqi F-16 contract was definitized and production continues into 2017. Also, the award from Singapore in 2015 for<br />

F-16 aircraft upgrades establishes work into 2023. The C-130J Super Hercules aircraft continued to draw interest from<br />

various international customers in 2015.<br />

Our MFC business segment produces the Patriot Advanced Capability-3 (PAC-3) and Terminal High Altitude Area<br />

Defense (THAAD) air and missile defense systems, which continue to generate significant international interest. The PAC-3<br />

is an advanced missile defense system designed to intercept incoming airborne threats. During 2015 we received orders for<br />

PAC-3 systems from the Kingdom of Saudi Arabia and South Korea, in addition to the award we received in 2014 to provide<br />

PAC-3 missile defense equipment to Qatar. THAAD international customers include the UAE. Other international customers<br />

include Japan, Germany, the Netherlands, Taiwan and Kuwait. Other countries in the Middle East, Europe and the Asia-<br />

Pacific region have also expressed interest in our air and missile defense systems. Additionally, we continue to see<br />

international demand for our tactical missile and fire control products.<br />

In our MST business segment, we continue to experience international interest in the Aegis Ballistic Missile Defense<br />

System. We perform activities in the development, production, ship integration and test and lifetime support for ships of<br />

international customers such as Japan, Spain, Korea and Australia. We have an ongoing program in Canada for combat<br />

systems equipment upgrades on 13 Halifax-class frigates. In our training and logistics solutions portfolio, we have active<br />

programs and pursuits in United Kingdom, Saudi Arabia, Canada, Singapore, Qatar, and Australia.<br />

Our acquisition of Sikorsky adds a significant international component to the MST business segment with an installed<br />

base of over 1,000 aircraft internationally. We have active development, production, and sustainment support of the UH-60<br />

Black Hawk and MH-60 Seahawk aircraft to foreign military customers, including Australia, Denmark, Taiwan, Saudi<br />

Arabia, and Colombia. The S-76 and S-92 aircraft is sold to commercial customers in the oil and gas industry, emergency<br />

medical evacuation, and search and rescue fleets in over 30 countries, including customers and end-users in China, Japan,<br />

Brazil, Saudi Arabia, the UAE, and the United Kingdom.<br />

Status of the F-35 Program<br />

The F-35 program consists of a development contracts, multiple production contracts and sustainment activities. The<br />

development contracts are being performed concurrent with the production contracts. Concurrent performance of<br />

development and production contracts is used for complex programs to test aircraft, shorten the time to field systems, and<br />

achieve overall cost savings. We expect the System Development and Demonstration portion of the development contracts<br />

will be substantially complete in 2017, with less significant efforts continuing into 2019. Production of the aircraft is<br />

expected to continue for many years given the U.S. Government’s current inventory objective of 2,443 aircraft for the Air<br />

Force, Marine Corps, and Navy; commitments from our eight international partners and three international customers; as<br />

well as expressions of interest from other countries.<br />

The U.S. Government continues to complete various operational tests, including ship trials, mission system evaluations,<br />

and weapons testing, with the F-35 aircraft fleet recently surpassing 50,000 flight hours. Progress continues to be made on<br />

the production of aircraft. In July 2015, the U.S. Marine Corps declared that the F-35B had reached initial operating<br />

capability, which makes it the first variant available for combat. As of December 31, 2015, we have delivered 154 production<br />

aircraft to our U.S. and international partners including delivery of the first Italian Final Assembly and Check-Out Facility<br />

produced F-35, and have 114 production aircraft in backlog, including orders from our international partners.<br />

Given the size and complexity of the F-35 program, we anticipate that there will be continual reviews related to aircraft<br />

performance, program schedule, cost, and requirements as part of the DoD, Congressional, and international partners’<br />

oversight and budgeting processes. Current program challenges include, but are not limited to, supplier and partner<br />

performance, software development, level of cost associated with life cycle operations and sustainment and warranties,<br />

receiving funding for production contracts on a timely basis, executing future flight tests, findings resulting from testing, and<br />

operating the aircraft.<br />

Cybersecurity<br />

On July 9, 2015, the U.S. Office of Personnel Management (OPM) announced that the background investigation records<br />

of 21.5 million current, former and prospective Federal employees and contractors had been compromised as a result of a<br />

cyber-security incident. Many of our current as well as former employees were the subjects of background investigations in<br />

32


connection with former government service or as part of the screening process for a security clearance. We are currently<br />

assessing the impact of this cyber-security incident but do not yet know the impact, if any, on Lockheed Martin or our current<br />

or former employees.<br />

Consolidated Results of Operations<br />

Since our operating cycle is primarily long term and involves many types of contracts for the design, development and<br />

manufacture of products and related activities with varying delivery schedules, the results of operations of a particular year,<br />

or year-to-year comparisons of sales and profits, may not be indicative of future operating results. The following discussions<br />

of comparative results among years should be reviewed in this context. All per share amounts cited in these discussions are<br />

presented on a “per diluted share” basis, unless otherwise noted. Our consolidated results of operations were as follows<br />

(in millions, except per share data):<br />

2015 2014 2013<br />

Net sales $ 46,132 $ 45,600 $ 45,358<br />

Cost of sales (40,932) (40,345) (41,171)<br />

Gross profit 5,200 5,255 4,187<br />

Other income, net 236 337 318<br />

Operating profit (a) 5,436 5,592 4,505<br />

Interest expense (443) (340) (350)<br />

Other non-operating income, net 30 6 —<br />

Earnings from continuing operations before income taxes 5,023 5,258 4,155<br />

Income tax expense (1,418) (1,644) (1,205)<br />

Net earnings from continuing operations 3,605 3,614 2,950<br />

Net earnings from discontinued operations — — 31<br />

Net earnings $ 3,605 $ 3,614 $ 2,981<br />

Diluted earnings per common share<br />

Continuing operations $ 11.46 $ 11.21 $ 9.04<br />

Discontinued operations — — .09<br />

Total diluted earnings per common share $ 11.46 $ 11.21 $ 9.13<br />

(a)<br />

Operating profit includes $45 million of operating loss at Sikorsky, which is less than one percent of consolidated operating profit in<br />

2015. Sikorsky’s operating loss is net of intangible amortization and adjustments required to account for the acquisition of this<br />

business in the fourth quarter of 2015.<br />

Certain amounts reported in other income, net, primarily our share of earnings or losses from equity method investees,<br />

are included in the operating profit of our business segments. Accordingly, such amounts are included in our discussion of<br />

our business segment results of operations.<br />

Net Sales<br />

We generate sales from the delivery of products and services to our customers. Product sales are predominantly<br />

generated in our Aeronautics, MFC, MST and Space Systems business segments and most of our service sales are generated<br />

in our IS&GS and MST business segments. Our consolidated net sales were as follows (in millions):<br />

2015 2014 2013<br />

Products $35,882 $36,093 $35,691<br />

Services 10,250 9,507 9,667<br />

Total net sales $46,132 $45,600 $45,358<br />

Substantially all of our contracts are accounted for using the percentage-of-completion method. Under the percentage-ofcompletion<br />

method, we record net sales on contracts based upon our progress towards completion on a particular contract, as<br />

well as our estimate of the profit to be earned at completion. The following discussion of material changes in our<br />

consolidated net sales should be read in tandem with the subsequent discussion of changes in our consolidated cost of sales<br />

and our business segment results of operations because changes in our sales are typically accompanied by a corresponding<br />

change in our cost of sales due to the nature of the percentage-of-completion method.<br />

33


Product Sales<br />

Our product sales represent 78% of our total sales in 2015 and 79% of our total sales in 2014. Product sales decreased<br />

$211 million, or 1%, in 2015 as compared to 2014. Lower product sales of about $290 million at Space Systems,<br />

approximately $250 million at MFC and approximately $110 million at IS&GS were offset by higher product sales of about<br />

$320 million at MST and approximately $120 million at Aeronautics. The decrease in product sales at Space Systems was<br />

attributable to lower volume for government satellite programs (primarily Advanced Extremely High Frequency (AEHF).<br />

Product sales at MFC decreased due to lower volume on air and missile defense systems programs (primarily PAC-3). The<br />

decline in product sales at IS&GS was a result of key program completions, lower customer funding levels and increased<br />

competition, coupled with the fragmentation of existing large contracts into multiple smaller contracts that are awarded<br />

primarily on the basis of price. The increase in product sales at MST was primarily attributable to product sales from<br />

Sikorsky, which we acquired in the fourth quarter of 2015. Product sales at Aeronautics increased primarily due to higher<br />

volume on F-35 production contracts, as well as increased deliveries on our C-5 program; partially offset by fewer aircraft<br />

deliveries for our C-130 and F-16 programs and lower sustainment activities on our F-22 program.<br />

Our product sales represent 79% of our total sales in both 2014 and 2013. Product sales increased $402 million, or 1%,<br />

in 2014 as compared to 2013. Higher product sales of about $815 million at Aeronautics and approximately $280 million at<br />

MFC were partially offset by lower product sales of about $275 million at Space Systems, approximately $235 million at<br />

IS&GS and approximately $185 million at MST. The increase in product sales at Aeronautics was attributable to higher<br />

volume on F-35 production contracts and sustainment activities, increased aircraft deliveries (F-16 program) and increased<br />

risk retirements (F-22 program). Product sales at MFC increased as a result of increased volume on air and missile defense<br />

systems programs (primarily THAAD), and increased deliveries on fire control programs (including the Apache Fire Control<br />

System (Apache)). The decline in product sales at Space Systems was due to lower volume for government satellite programs<br />

(primarily Advanced Extremely High Frequency (AEHF), Global Positioning System III (GPS-III), and Mobile User<br />

Objective System (MUOS)); and as a result of mission solutions’ programs transitioning from development to operations and<br />

support, wind-down or completion of certain programs, and defense budget cuts. The decline in product sales at Space<br />

Systems was partially offset by increased volume in the Orion program (primarily the first unmanned test flight of the Orion<br />

Multi-Purpose Crew Vehicle (MPCV)). Lower product sales at IS&GS were primarily due to the wind down or completion<br />

of certain programs and decreased volume in technical services programs reflecting market pressures. Lower product sales at<br />

MST were primarily driven by the wind-down or completion of certain command, control, communications, computers,<br />

intelligence, surveillance and reconnaissance (C4ISR) programs (primarily PTDS).<br />

Service Sales<br />

Our service sales represent 22% of our total sales in 2015 and 21% of our total sales in 2014. Service sales increased<br />

$743 million, or 8%, in 2015 as compared to 2014. The increase in service sales was primarily attributable to higher service<br />

sales of approximately $530 million at Aeronautics and about $190 million at Space Systems. Higher service sales at<br />

Aeronautics were primarily due to increased sustainment activities (primarily F-35). The increase in service sales at Space<br />

Systems was primarily due to service sales of entities acquired in the third quarter of 2014.<br />

Our service sales represent 21% of our total sales in both 2014 and 2013. Service sales decreased $160 million, or 2%, in<br />

2014 as compared to 2013. Lower service sales of approximately $225 million at IS&GS and approximately $120 million at<br />

MST were partially offset by higher service sales at Space Systems of about $190 million. The decline in service sales at<br />

IS&GS was primarily due to various technical services programs as a result of decreased volume reflecting market pressures.<br />

The decline in service sales at MST was primarily due to the wind-down or completion of certain programs. The increase in<br />

sales at Space Systems was primarily due to commercial space transportation programs resulting from launch-related<br />

activities.<br />

34


Cost of Sales<br />

Cost of sales, for both products and services, consist of materials, labor, subcontracting costs, an allocation of indirect<br />

costs (overhead and general and administrative), as well as the costs to fulfill our industrial cooperation agreements,<br />

sometimes referred to as offset agreements, required under certain contracts with international customers. For each of our<br />

contracts, we monitor the nature and amount of costs at the contract level, which form the basis for estimating our total costs<br />

to complete the contract. Our consolidated cost of sales were as follows (in millions):<br />

2015 2014 2013<br />

Cost of sales – products $(32,006) $(31,965) $(31,346)<br />

% of product sales 89.2% 88.6% 87.8%<br />

Cost of sales – services (9,011) (8,393) (8,588)<br />

% of service sales 87.9% 88.3% 88.8%<br />

Goodwill impairment charges — (119) (195)<br />

Severance charges (102) — (201)<br />

Other unallocated, net 187 132 (841)<br />

Total cost of sales $(40,932) $(40,345) $(41,171)<br />

Due to the nature of percentage-of-completion accounting, changes in our cost of sales for both products and services are<br />

typically accompanied by changes in our net sales. The following discussion of material changes in our consolidated cost of<br />

sales for products and services should be read in tandem with the preceding discussion of changes in our consolidated net<br />

sales and our business segment results of operations. We have not identified any developing trends in cost of sales for<br />

products and services that would have a material impact on our future operations.<br />

Product Costs<br />

Product costs increased approximately $41 million, or less than 1%, in 2015 as compared to 2014. Increased product<br />

costs of approximately $445 million at MST and about $180 million at Aeronautics, were offset by decreases in product costs<br />

of approximately $325 million at Space Systems, $195 million at MFC and $65 million at IS&GS. Increases in product costs<br />

at MST were due primarily to the Sikorsky acquisition, including costs of Sikorsky products, intangible amortization and<br />

adjustments required to account for the acquisition in the fourth quarter of 2015. Higher product costs at Aeronautics were<br />

attributable to the reasons stated above for higher product sales, as well as decreased risk retirements (primarily F-22). The<br />

changes in product costs at Space Systems, MFC and IS&GS were attributable to the reasons stated above for higher product<br />

sales.<br />

Product costs increased $619 million, or 2%, in 2014 as compared to 2013. Product costs increased approximately<br />

$815 million at Aeronautics and approximately $325 million at MFC. Increases in product costs at Aeronautics and MFC<br />

were primarily due to the reasons described above for higher product sales at each respective business segment and net<br />

warranty reserve adjustments recorded in 2014 at MFC (including Joint Air-to-Surface Standoff Missile (JASSM), and<br />

Guided Multiple Launcher Rocker Systems (GMLRS)). These increases in product costs were partially offset by decreases of<br />

about $195 million at IS&GS, $255 million at Space Systems and $70 million at MST, primarily due to the reasons described<br />

above for lower product sales at each respective business segment. Additionally, lower product costs at MST were partially<br />

offset by costs related to the settlements of contract cost matters on certain programs in the prior year (including a portion of<br />

the terminated presidential helicopter program) that were not repeated in 2014 and higher reserves recorded on certain<br />

training and logistics solutions programs during 2014. The 0.8% increase in product costs as a percentage of product sales in<br />

2014 compared to 2013 was primarily due to the reasons described above for increasing product costs at MFC, and decreased<br />

risk retirements at Aeronautics (primarily F-16).<br />

Service Costs<br />

Service costs increased $618 million, or 7%, in 2015 compared to 2014. Higher service costs of approximately<br />

$450 million at Aeronautics and about $230 million at Space Systems were due to the reasons stated above for higher service<br />

sales. These increases in service costs were partially offset by a decrease in service costs of about $80 million at MFC due<br />

primarily to lower service costs on various air and missile defense programs.<br />

Service costs decreased $195 million, or 2%, in 2014 as compared to 2013. Lower service costs of about $230 million at<br />

IS&GS, approximately $100 million at MST, and approximately $40 million at Aeronautics were partially offset by an<br />

increase in service costs of approximately $160 million at Space Systems. The decline at IS&GS was primarily attributable to<br />

35


lower volume for various technical services programs. The decline at MST was primarily attributable to lower costs upon<br />

wind-down or completion of certain programs. The decline at Aeronautics was mostly attributable to decreased sustainment<br />

activities. The increase at Space Systems was primarily attributable to commercial space transportation programs due to<br />

launch-related activities. The 0.5% decrease in service costs as a percentage of service sales in 2014 compared to 2013 was<br />

primarily due to items decreasing service costs at IS&GS.<br />

Goodwill Impairment Charges<br />

In the fourth quarter of 2015, we performed our annual goodwill impairment test for each of our reporting units.<br />

Additionally, as part of our previously described program realignment, goodwill was re-allocated between affected reporting<br />

units on a relative fair value basis and goodwill impairment tests were performed prior and subsequent to the realignment. In<br />

connection with our goodwill impairment testing in 2015, we determined there was no goodwill impairment.<br />

In the fourth quarters of 2014 and 2013, we recorded non-cash goodwill impairment charges of $119 million and<br />

$195 million, which reduced our net earnings by $107 million ($.33 per share) and $176 million ($.54 per share). For<br />

additional information, see the “Critical Accounting Policies – Goodwill” section below and “Note 1 – Significant<br />

Accounting Policies” of our consolidated financial statements.<br />

Restructuring Charges<br />

2015 Actions<br />

During 2015, we recorded charges related to certain severance actions totaling $102 million, of which $67 million<br />

related to our MST business segment and $35 million related to our IS&GS business segment (prior to realignment). These<br />

charges reduced our 2015 net earnings by $66 million ($.21 per share). These severance actions resulted from a review of<br />

future workload projections and to reduce our costs in order to improve the affordability of our products and services. The<br />

charges consisted of severance costs associated with the planned elimination of certain positions through either voluntary or<br />

involuntary actions. Upon separation, terminated employees will receive lump-sum severance payments primarily based on<br />

years of service, the majority of which are expected to be paid over the next several quarters. As of December 31, 2015, we<br />

have paid approximately $18 million in severance payments associated with these actions.<br />

In connection with the Sikorsky acquisition, we assumed obligations related to certain restructuring actions committed to<br />

by Sikorsky in June 2015. These actions included a global workforce reduction of approximately 1,400 production-related<br />

positions and facilities consolidations. As of December 31, 2015, accrued restructuring costs associated with these actions are<br />

approximately $15 million, all of which are expected to be paid in 2016. Net of amounts we anticipate to recover through the<br />

pricing of our products and services to our customers, we also expect to incur an additional $40 million of costs in 2016<br />

related to these actions.<br />

2013 Actions<br />

During 2013, we recorded charges related to certain severance actions totaling $201 million, of which $83 million,<br />

$37 million and $81 million related to our IS&GS, MST and Space Systems business segments (prior to realignment). These<br />

charges reduced our 2013 net earnings by $130 million ($.40 per share) and primarily related to a plan we committed to in<br />

November 2013 to close and consolidate certain facilities and reduce our total workforce by approximately 4,000 positions.<br />

These charges also include $30 million related to certain severance actions that occurred in the first quarter of 2013, which<br />

were subsequently paid in 2013.<br />

The November 2013 plan resulted from a strategic review of these businesses’ facility capacity and future workload<br />

projections. Upon separation, terminated employees receive lump-sum severance payments primarily based on years of<br />

service. As of December 31, 2015, we have paid approximately $153 million in severance payments associated with this<br />

action, of which approximately $46 million, $92 million and $15 million was paid in 2015, 2014 and 2013, respectively. The<br />

remaining severance payments are expected to be paid in 2016.<br />

We also expect to incur total accelerated costs (e.g., accelerated depreciation expense related to long-lived assets at sites<br />

closed) and incremental costs (e.g., relocation of equipment and other employee related costs) of approximately $10 million,<br />

$50 million and $180 million at our IS&GS, MST and Space Systems business segments through the completion of this plan<br />

in 2016. As of December 31, 2015, we have incurred total accelerated and incremental costs of approximately $225 million,<br />

of which approximately $115 million, $90 million and $20 million was recorded in 2015, 2014 and 2013, respectively. The<br />

accelerated and incremental costs are recorded as incurred in cost of sales on our Statements of Earnings and included in the<br />

respective business segment’s results of operations.<br />

36


We expect to recover a substantial amount of the restructuring charges through the pricing of our products and services<br />

to the U.S. Government and other customers, with the impact included in the respective business segment’s results of<br />

operations. Of the total severance, accelerated and incremental costs mentioned above, we recovered approximately<br />

$65 million in 2015 and $50 million in 2014 and expect to recover approximately $60 million in 2016.<br />

Other Unallocated, Net<br />

Other unallocated, net primarily includes the FAS/CAS pension adjustment as described in the Business Segment<br />

Results of Operations section below, stock-based compensation and other corporate costs. These items are not allocated to<br />

the business segments and, therefore, are excluded from the cost of sales for products and services. Other unallocated, net<br />

was $187 million of income in 2015, $132 million of income in 2014 and $841 million of expense in 2013.<br />

The fluctuation between each respective period was primarily attributable to the change in the FAS/CAS pension<br />

adjustment to income of $471 million in 2015 and $376 million in 2014, compared to expense of $482 million in 2013,<br />

partially offset by fluctuations in other costs associated with various corporate items, none of which were individually<br />

significant. The changes in the FAS/CAS pension adjustment between the periods were attributable to various items<br />

impacting the calculations of financial accounting standards (FAS) pension expense and U.S. Government Cost Accounting<br />

Standards (CAS) pension cost. FAS pension expense in 2015 and 2014 was less than 2013 primarily due to the June 2014<br />

plan amendments to certain of our defined benefit pension plans to freeze future retirement benefits, partially offset by the<br />

impact of using new longevity (also known as mortality) assumptions (Note 11). The higher CAS pension cost in 2015 and<br />

2014 compared to 2013 primarily reflects the impact of phasing in CAS Harmonization. See “Critical Accounting Policies –<br />

Postretirement Benefit Plans” for more discussion of our CAS pension cost.<br />

Other Income, Net<br />

Other income, net primarily includes our share of earnings or losses from equity method investees and other various<br />

items. Other income, net in 2015 was $236 million, compared to $337 million in 2014 and $318 million in 2013. The<br />

decrease in 2015, compared to 2014, was primarily due to a $90 million non-cash impairment charge related to our decision<br />

to divest Lockheed Martin Commercial Flight Training (LMCFT) in 2016 and non-recoverable transaction costs of<br />

approximately $45 million associated with the Sikorsky acquisition and the strategic review of our government IT and<br />

technical services businesses, partially offset by fluctuations in other various costs, none of which were individually<br />

significant. The asset impairment charge was partially offset by a net deferred tax benefit related to LMCFT of about<br />

$80 million, which is recorded in income tax expense. Earnings from equity method investees in 2015 were comparable to<br />

2014 (reflecting decreased earnings from equity method investees in our Space Systems business segment, offset by<br />

increased earnings form Sikorsky equity method investees). The increase in 2014, compared to 2013, was primarily due to<br />

fluctuations in earnings from equity method investees in our Aeronautics and Space Systems business segments, as discussed<br />

in the “Business Segment Results of Operations” section below.<br />

Interest Expense<br />

Interest expense in 2015 was $443 million, compared to $340 million in 2014 and $350 million in 2013. The increase in<br />

interest expense in 2015 relates to debt we incurred to fund the acquisition of Sikorsky, and the issuance of notes in February<br />

of 2015 for general corporate purposes. See “Capital Structure, Resources and Other” for a discussion of our debt.<br />

Other Non-Operating Income, Net<br />

Other non-operating income, net increased $24 million from 2014 to 2015 primarily due to a gain from the sale of an<br />

investment in 2015. Other non-operating income, net in 2014 was comparable to 2013.<br />

Income Tax Expense<br />

Our effective income tax rate from continuing operations was 28.2% for 2015, 31.3% for 2014, and 29.0% for 2013. The<br />

rates for all periods benefited from tax deductions for U.S. manufacturing activities, deductions for dividends paid to our<br />

defined contribution plans with an employee stock ownership plan feature and the retroactive reinstatement of the U.S.<br />

research and development (R&D) tax credit. These benefits were partially offset by the unfavorable impacts of the non-cash<br />

goodwill impairment charges in 2014 and 2013. The U.S. manufacturing deduction benefit for 2015, 2014 and 2013 reduced<br />

our effective tax rate by approximately two percentage points.<br />

37


In 2015, the R&D tax credit was permanently extended and reinstated, retroactive to the beginning of 2015, which<br />

reduced our effective income tax rate by 1.4 percentage points. In 2014, the R&D tax credit was temporarily reinstated for<br />

one year, retroactive to the beginning of 2014, which reduced our effective tax rate by 0.9 percentage point. In 2013, the<br />

R&D tax credit was temporarily reinstated for two years, retroactive to the beginning of 2012. As a result, the effective<br />

income tax rate for 2013 reflects the credit for all of 2013 and 2012, which reduced our effective tax rate by 1.8 percentage<br />

points.<br />

As a result of electing to treat the acquisition of the stock of Sikorsky as an asset acquisition under section 338(h)(10) of<br />

the Internal Revenue Code, we expect tax deductions for the amortization of intangibles and goodwill over 15 years to reduce<br />

our tax payments by a net present value of approximately $1.9 billion.<br />

As a result of a decision in 2015 to divest LMCFT in 2016, we recorded an asset impairment charge of approximately<br />

$90 million. This charge was partially offset by a net deferred tax benefit of about $80 million. The net impact of the<br />

resulting tax benefit reduced the effective income tax rate by 1.0 percentage point in 2015.<br />

A limited amount of the non-cash goodwill impairment charges will be deductible for tax purposes. Accordingly, the<br />

non-cash goodwill impairment charges increased our effective income tax rates by 0.6 percentage point for 2014 and<br />

1.2 percentage points for 2013 (Note 1).<br />

Future changes in tax law could significantly impact our provision for income taxes, the amount of taxes payable, and<br />

our deferred tax asset and liability balances. Recent proposals to lower the U.S. corporate income tax rate would require us to<br />

reduce our net deferred tax assets upon enactment of new tax legislation, with a corresponding material, one-time, non-cash<br />

increase in income tax expense, but our income tax expense and payments would be materially reduced in subsequent years.<br />

Our net deferred tax assets as of December 31, 2015 and 2014 were $5.9 billion and $5.5 billion, based on a 35% Federal<br />

statutory income tax rate, and primarily relate to our postretirement benefit plans. If legislation reducing the Federal statutory<br />

income tax rate to 25% had been enacted at December 31, 2015, our net deferred tax assets would have been reduced by<br />

$1.7 billion and we would have recorded a corresponding one-time, non-cash increase in income tax expense of $1.7 billion.<br />

This additional expense would be less if the legislation phased in the tax rate reduction or if the final rate was higher than<br />

25%. The amount of net deferred tax assets will change periodically based on several factors, including the measurement of<br />

our postretirement benefit plan obligations and actual cash contributions to our postretirement benefit plans.<br />

Net Earnings from Continuing Operations<br />

We reported net earnings from continuing operations of $3.6 billion ($11.46 per share) in 2015, $3.6 billion ($11.21 per<br />

share) in 2014 and $3.0 billion ($9.04 per share) in 2013. Both net earnings and earnings per share from continuing<br />

operations were affected by the factors mentioned above. Earnings per share also benefited from a net decrease of<br />

approximately eleven million common shares outstanding from December 31, 2014 to December 31, 2015 and<br />

approximately five million common shares outstanding from December 31, 2013 to December 31, 2014 as a result of share<br />

repurchases, which were partially offset by share issuance under our stock-based awards and certain defined contribution<br />

plans.<br />

Net Earnings from Discontinued Operations<br />

Net earnings from discontinued operations for 2013 include a benefit of $31 million resulting from the resolution of<br />

certain tax matters related to a business sold prior to 2013.<br />

38


Business Segment Results of Operations<br />

We operate in five business segments: Aeronautics, IS&GS, MFC, MST and Space Systems. We organize our business<br />

segments based on the nature of products and services offered. Net sales of our business segments exclude intersegment sales<br />

as these activities are eliminated in consolidation. The amounts, discussion and presentation of our business segments as set<br />

forth in this Annual Report on Form 10-K reflect the program realignment described above for all periods presented<br />

and include the results of the acquired Sikorsky business from the November 6, 2015 acquisition date through<br />

December 31, 2015.<br />

Operating profit of our business segments includes our share of earnings or losses from equity method investees because<br />

the operating activities of the equity method investees are closely aligned with the operations of our business segments.<br />

United Launch Alliance (ULA), which is part of our Space Systems business segment, is our primary equity method investee.<br />

Operating profit of our business segments excludes the FAS/CAS pension adjustment described below; expense for stockbased<br />

compensation; the effects of items not considered part of management’s evaluation of segment operating performance,<br />

such as charges related to goodwill impairments (Note 1) and significant severance actions (Note 15); gains or losses from<br />

divestitures (Note 3); the effects of certain legal settlements; corporate costs not allocated to our business segments; and<br />

other miscellaneous corporate activities. These items are included in the reconciling item “Unallocated items” between<br />

operating profit from our business segments and our consolidated operating profit.<br />

Our business segments’ results of operations include pension expense only as calculated under U.S. Government Cost<br />

Accounting Standards, which we refer to as CAS pension cost. We recover CAS pension cost through the pricing of our<br />

products and services on U.S. Government contracts and, therefore, the CAS pension cost is recognized in each of our<br />

business segments’ net sales and cost of sales. Since our consolidated financial statements must present pension expense<br />

calculated in accordance with FAS requirements under U.S. generally accepted accounting principles (GAAP), which we<br />

refer to as FAS pension expense, the FAS/CAS pension adjustment increases or decreases the CAS pension cost recorded in<br />

our business segments’ results of operations to equal the FAS pension expense. As a result, to the extent that CAS pension<br />

cost exceeds FAS pension expense, which occurred for 2015 and 2014, we have FAS/CAS pension income and, conversely,<br />

to the extent FAS pension expense exceeds CAS pension cost, which occurred for 2013, we have FAS/CAS pension expense.<br />

39


The operating results in the following tables exclude businesses included in discontinued operations (Note 13) for all<br />

years presented. Summary operating results for each of our business segments were as follows (in millions):<br />

2015 2014 2013<br />

Net sales<br />

Aeronautics $15,570 $14,920 $14,123<br />

Information Systems & Global Solutions 5,596 5,654 6,115<br />

Missiles and Fire Control 6,770 7,092 6,795<br />

Mission Systems and Training 9,091 8,732 9,037<br />

Space Systems 9,105 9,202 9,288<br />

Total net sales $46,132 $45,600 $45,358<br />

Operating profit<br />

Aeronautics $ 1,681 $ 1,649 $ 1,612<br />

Information Systems & Global Solutions 508 472 498<br />

Missiles and Fire Control 1,282 1,344 1,379<br />

Mission Systems and Training 844 936 1,065<br />

Space Systems 1,171 1,187 1,198<br />

Total business segment operating profit 5,486 5,588 5,752<br />

Unallocated items<br />

FAS/CAS pension adjustment<br />

FAS pension expense (a) (1,142) (1,144) (1,948)<br />

Less: CAS pension cost (b) 1,613 1,520 1,466<br />

FAS/CAS pension income (expense) (c) 471 376 (482)<br />

Goodwill impairment charges (d) — (119) (195)<br />

Severance charges (e) (102) — (201)<br />

Stock-based compensation (138) (164) (189)<br />

Other, net (f), (g) (281) (89) (180)<br />

Total unallocated, net (50) 4 (1,247)<br />

Total consolidated operating profit $ 5,436 $ 5,592 $ 4,505<br />

(a) FAS pension expense in 2015 and 2014 was less than in 2013 primarily due to the June 2014 plan amendments to certain of our<br />

defined benefit pension plans to freeze future retirement benefits, partially offset by the impact of using new longevity assumptions<br />

(Note 11).<br />

(b) The higher CAS pension cost primarily reflects the impact of phasing in CAS Harmonization.<br />

(c) We expect FAS/CAS pension income in 2016 of about $975 million as further discussed in “Critical Accounting Policies –<br />

Postretirement Benefit Plans” below.<br />

(d) We recognized non-cash goodwill impairment charges related to the Technical Services reporting unit within our MFC business<br />

segment in 2014 and 2013. For more information, see “Note 1 – Significant Accounting Policies” of our consolidated financial<br />

statements.<br />

(e) See “Consolidated Results of Operations – Restructuring Charges” for information on charges related to certain severance actions at<br />

our business segments. Severance charges for initiatives that are not significant are included in business segment operating profit.<br />

(f) Other, net in 2015 includes a non-cash asset impairment charge of approximately $90 million related to our decision to divest LMCFT<br />

in 2016. This charge was partially offset by a net deferred tax benefit of about $80 million, which is recorded in income tax expense.<br />

The net impact reduced net earnings by about $10 million.<br />

(g) Other, net in 2015 includes approximately $45 million of non-recoverable transaction costs associated with the acquisition of Sikorsky<br />

and the strategic review of our government IT and technical services businesses.<br />

40


The following tables reflect the impacts of our program realignment on net sales and operating profit for each of our<br />

business segments (in millions):<br />

Prior to<br />

Realignment<br />

Year Ended December 31, 2015<br />

Government IT<br />

Reclassification<br />

Technical Svcs<br />

Reclassification<br />

As Adjusted<br />

Net sales<br />

Aeronautics $15,570 $ — $ — $15,570<br />

Information Systems & Global Solutions 7,458 (2,480) 618 5,596<br />

Missiles and Fire Control 7,366 63 (659) 6,770<br />

Mission Systems and Training 7,697 1,353 41 9,091<br />

Space Systems 8,041 1,064 — 9,105<br />

Total net sales $46,132 $ — $ — $46,132<br />

Operating profit<br />

Aeronautics $ 1,681 $ — $ — $ 1,681<br />

Information Systems & Global Solutions 628 (173) 53 508<br />

Missiles and Fire Control 1,332 5 (55) 1,282<br />

Mission Systems and Training 800 42 2 844<br />

Space Systems 1,045 126 — 1,171<br />

Total business segment operating profit 5,486 — — 5,486<br />

Unallocated items, net (50) — — (50)<br />

Total consolidated operating profit $ 5,436 $ — $ — $ 5,436<br />

Prior to<br />

Realignment<br />

Year Ended December 31, 2014<br />

Government IT<br />

Reclassification<br />

Technical Svcs<br />

Reclassification<br />

As Adjusted<br />

Net sales<br />

Aeronautics $14,920 $ — $ — $14,920<br />

Information Systems & Global Solutions 7,788 (2,810) 676 5,654<br />

Missiles and Fire Control 7,680 155 (743) 7,092<br />

Mission Systems and Training 7,147 1,518 67 8,732<br />

Space Systems 8,065 1,137 — 9,202<br />

Total net sales $45,600 $ — $ — $45,600<br />

Operating profit<br />

Aeronautics $ 1,649 $ — $ — $ 1,649<br />

Information Systems & Global Solutions 699 (259) 32 472<br />

Missiles and Fire Control 1,358 21 (35) 1,344<br />

Mission Systems and Training 843 90 3 936<br />

Space Systems 1,039 148 — 1,187<br />

Total business segment operating profit 5,588 — — 5,588<br />

Unallocated items, net 4 — — 4<br />

Total consolidated operating profit $ 5,592 $ — $ — $ 5,592<br />

41


Prior to<br />

Realignment<br />

Year Ended December 31, 2013<br />

Government IT<br />

Reclassification<br />

Technical Svcs<br />

Reclassification<br />

As Adjusted<br />

Net sales<br />

Aeronautics $14,123 $ — $ — $14,123<br />

Information Systems & Global Solutions 8,367 (3,248) 996 6,115<br />

Missiles and Fire Control 7,757 172 (1,134) 6,795<br />

Mission Systems and Training 7,153 1,746 138 9,037<br />

Space Systems 7,958 1,330 — 9,288<br />

Total net sales $45,358 $ — $ — $45,358<br />

Operating profit<br />

Aeronautics $ 1,612 $ — $ — $ 1,612<br />

Information Systems & Global Solutions 759 (316) 55 498<br />

Missiles and Fire Control 1,431 9 (61) 1,379<br />

Mission Systems and Training 905 154 6 1,065<br />

Space Systems 1,045 153 — 1,198<br />

Total business segment operating profit 5,752 — — 5,752<br />

Unallocated items, net (1,247) — — (1,247)<br />

Total consolidated operating profit $ 4,505 $ — $ — $ 4,505<br />

The following segment discussions also include information relating to backlog for each segment. Backlog was<br />

approximately $99.6 billion, $80.5 billion and $82.6 billion at December 31, 2015, 2014 and 2013. Backlog at December 31,<br />

2015 includes approximately $15.6 billion of Sikorsky backlog and $4.8 billion of backlog related to our IS&GS business<br />

segment, which we plan to divest in 2016. These amounts included both funded backlog (firm orders for which funding has<br />

been both authorized and appropriated by the customer – Congress in the case of U.S. Government agencies) and unfunded<br />

backlog (firm orders for which funding has not yet been appropriated). Backlog does not include unexercised options or task<br />

orders to be issued under indefinite-delivery, indefinite-quantity contracts. Funded backlog was approximately $70.7 billion<br />

at December 31, 2015.<br />

Management evaluates performance on our contracts by focusing on net sales and operating profit and not by type or<br />

amount of operating expense. Consequently, our discussion of business segment performance focuses on net sales and<br />

operating profit, consistent with our approach for managing the business. This approach is consistent throughout the life<br />

cycle of our contracts, as management assesses the bidding of each contract by focusing on net sales and operating profit and<br />

monitors performance on our contracts in a similar manner through their completion.<br />

We regularly provide customers with reports of our costs as the contract progresses. The cost information in the reports<br />

is accumulated in a manner specified by the requirements of each contract. For example, cost data provided to a customer for<br />

a product would typically align to the subcomponents of that product (such as a wing-box on an aircraft) and for services<br />

would align to the type of work being performed (such as help-desk support). Our contracts generally are cost-based, which<br />

allows for the recovery of costs in the pricing of our products and services. Most of our contracts are bid and negotiated with<br />

our customers under circumstances in which we are required to disclose our estimated total costs to provide the product or<br />

service. This approach for negotiating contracts with our U.S. Government customers generally allows for the recovery of<br />

our costs. We also may enter into long-term supply contracts for certain materials or components to coincide with the<br />

production schedule of certain products and to ensure their availability at known unit prices.<br />

Many of our contracts span several years and include highly complex technical requirements. At the outset of a contract,<br />

we identify and monitor risks to the achievement of the technical, schedule and cost aspects of the contract and assess the<br />

effects of those risks on our estimates of total costs to complete the contract. The estimates consider the technical<br />

requirements (e.g., a newly-developed product versus a mature product), the schedule and associated tasks (e.g., the number<br />

and type of milestone events) and costs (e.g., material, labor, subcontractor, overhead and the estimated costs to fulfill our<br />

industrial cooperation agreements required under certain contracts with international customers). The initial profit booking<br />

rate of each contract considers risks surrounding the ability to achieve the technical requirements, schedule and costs in the<br />

initial estimated total costs to complete the contract. Profit booking rates may increase during the performance of the contract<br />

if we successfully retire risks surrounding the technical, schedule and cost aspects of the contract which decreases the<br />

estimated total costs to complete the contract. Conversely, our profit booking rates may decrease if the estimated total costs<br />

to complete the contract increase. All of the estimates are subject to change during the performance of the contract and may<br />

affect the profit booking rate.<br />

42


We have a number of programs that are designated as classified by the U.S. Government which cannot be specifically<br />

described. The operating results of these classified programs are included in our consolidated and business segment results<br />

and are subjected to the same oversight and internal controls as our other programs.<br />

Our net sales are primarily derived from long-term contracts for products and services provided to the U.S. Government<br />

as well as FMS contracted through the U.S. Government. We account for these contracts, as well as product contracts with<br />

non-U.S. Government customers, using the percentage-of-completion method of accounting, which represent substantially all<br />

of our net sales. We derive our remaining net sales from contracts to provide services to non-U.S. Government customers,<br />

which we account for under the services method of accounting.<br />

Under the percentage-of-completion method of accounting, we record sales on contracts based upon our progress<br />

towards completion on a particular contract as well as our estimate of the profit to be earned at completion. Costreimbursable<br />

contracts provide for the payment of allowable costs plus a fee. For fixed-priced contracts, net sales and cost of<br />

sales are recognized as products are delivered or as costs are incurred. Due to the nature of the percentage-of-completion<br />

method of accounting, changes in our cost of sales are typically accompanied by a related change in our net sales.<br />

Changes in net sales and operating profit generally are expressed in terms of volume. Changes in volume refer to<br />

increases or decreases in sales or operating profit resulting from varying production activity levels, deliveries or service<br />

levels on individual contracts. Volume changes in segment operating profit are typically based on the current profit booking<br />

rate for a particular contract.<br />

In addition, comparability of our segment sales, operating profit and operating margins may be impacted favorably or<br />

unfavorably by changes in profit booking rates on our contracts accounted for using the percentage-of-completion method of<br />

accounting. Increases in the profit booking rates, typically referred to as risk retirements, usually relate to revisions in the<br />

estimated total costs that reflect improved conditions on a particular contract. Conversely, conditions on a particular contract<br />

may deteriorate resulting in an increase in the estimated total costs to complete and a reduction in the profit booking rate.<br />

Increases or decreases in profit booking rates are recognized in the current period and reflect the inception-to-date effect of<br />

such changes. Segment operating profit and margins may also be impacted favorably or unfavorably by other items.<br />

Favorable items may include the positive resolution of contractual matters, cost recoveries on restructuring charges,<br />

insurance recoveries and gains on sales of assets. Unfavorable items may include the adverse resolution of contractual<br />

matters; restructuring charges, except for significant severance actions as mentioned above which are excluded from segment<br />

operating results; reserves for disputes; asset impairments; and losses on sales of assets. Segment operating profit and items<br />

such as risk retirements, reductions of profit booking rates or other matters are presented net of state income taxes.<br />

Our consolidated net adjustments not related to volume, including net profit booking rate adjustments and other matters,<br />

net of state income taxes, increased segment operating profit by approximately $1.9 billion, $1.8 billion and $2.1 billion for<br />

2015, 2014 and 2013. The increase in our consolidated net adjustments in 2015 compared to 2014 was primarily due to an<br />

increase in profit booking rate adjustments at our Space Systems, Aeronautics and IS&GS business segments, offset by a<br />

decrease in profit booking rate adjustments at our MST and MFC business segments. The decrease in our consolidated net<br />

adjustments in 2014 compared to 2013 was primarily due to a decrease in profit booking rate adjustments at our Aeronautics,<br />

MFC and MST business segments. The consolidated net adjustments for 2015 are inclusive of approximately $645 million in<br />

unfavorable items, which include reserves for performance matters on an international program at MST and on commercial<br />

satellite programs at Space Systems. The consolidated net adjustments for 2014 are inclusive of approximately $650 million<br />

in unfavorable items, which include reserves recorded on certain training and logistics solutions programs at MST and net<br />

warranty reserve adjustments for various programs (including JASSM and GMLRS) at MFC as described in the respective<br />

business segment’s results of operations below. The consolidated net adjustments for 2013 are inclusive of approximately<br />

$600 million in unfavorable items, which include significant profit reductions on the F-35 development contract and on the<br />

C-5 program.<br />

43


Aeronautics<br />

Our Aeronautics business segment is engaged in the research, design, development, manufacture, integration,<br />

sustainment, support and upgrade of advanced military aircraft, including combat and air mobility aircraft, unmanned air<br />

vehicles and related technologies. Aeronautics’ major programs include the F-35 Lightning II Joint Strike Fighter,<br />

C-130 Hercules, F-16 Fighting Falcon, C-5M Super Galaxy and F-22 Raptor. Aeronautics’ operating results included the<br />

following (in millions):<br />

2015 2014 2013<br />

Net sales $15,570 $14,920 $14,123<br />

Operating profit 1,681 1,649 1,612<br />

Operating margins 10.8% 11.1% 11.4%<br />

Backlog at year-end $31,800 $27,600 $28,000<br />

2015 compared to 2014<br />

Aeronautics’ net sales in 2015 increased $650 million, or 4%, compared to 2014. The increase was attributable to higher<br />

net sales of approximately $1.4 billion for F-35 production contracts due to increased volume on aircraft production and<br />

sustainment activities; and approximately $150 million for the C-5 program due to increased deliveries (nine aircraft<br />

delivered in 2015 compared to seven delivered in 2014). The increases were partially offset by lower net sales of<br />

approximately $350 million for the C-130 program due to fewer aircraft deliveries (21 aircraft delivered in 2015, compared<br />

to 24 delivered in 2014), lower sustainment activities and aircraft contract mix; approximately $200 million due to decreased<br />

volume and lower risk retirements on various programs; approximately $195 million for the F-16 program due to fewer<br />

deliveries (11 aircraft delivered in 2015, compared to 17 delivered in 2014); and approximately $190 million for the<br />

F-22 program as a result of decreased sustainment activities.<br />

Aeronautics’ operating profit in 2015 increased $32 million, or 2%, compared to 2014. Operating profit increased by<br />

approximately $240 million for F-35 production contracts due to increased volume and risk retirements; and approximately<br />

$40 million for the C-5 program due to increased risk retirements. These increases were offset by lower operating profit of<br />

approximately $90 million for the F-22 program due to lower risk retirements; approximately $70 million for the<br />

C-130 program as a result of the reasons stated above for lower net sales; and approximately $80 million due to decreased<br />

volume and risk retirements on various programs. Adjustments not related to volume, including net profit booking rate<br />

adjustments and other matters, were approximately $100 million higher in 2015 compared to 2014.<br />

2014 compared to 2013<br />

Aeronautics’ net sales increased $797 million, or 6%, in 2014 as compared to 2013. The increase was primarily<br />

attributable to higher net sales of approximately $790 million for F-35 production contracts due to increased volume and<br />

sustainment activities; about $55 million for the F-16 program due to increased deliveries (17 aircraft delivered in 2014<br />

compared to 13 delivered in 2013) partially offset by contract mix; and approximately $45 million for the F-22 program due<br />

to increased risk retirements. The increases were partially offset by lower net sales of approximately $55 million for the<br />

F-35 development contract due to decreased volume, partially offset by the absence in 2014 of the downward revision to the<br />

profit booking rate that occurred in 2013; and about $40 million for the C-130 program due to fewer deliveries (24 aircraft<br />

delivered in 2014 compared to 25 delivered in 2013) and decreased sustainment activities, partially offset by contract mix.<br />

Aeronautics’ operating profit increased $37 million, or 2%, in 2014 as compared to 2013. The increase was primarily<br />

attributable to higher operating profit of approximately $85 million for the F-35 development contract due to the absence in<br />

2014 of the downward revision to the profit booking rate that occurred in 2013; about $75 million for the F-22 program due<br />

to increased risk retirements; approximately $50 million for the C-130 program due to increased risk retirements and contract<br />

mix, partially offset by fewer deliveries; and about $25 million for the C-5 program due to the absence in 2014 of the<br />

downward revisions to the profit booking rate that occurred in 2013. The increases were partially offset by lower operating<br />

profit of approximately $130 million for the F-16 program due to decreased risk retirements, partially offset by increased<br />

deliveries; and about $70 million for sustainment activities due to decreased risk retirements and volume. Operating profit<br />

was comparable for F-35 production contracts as higher volume was offset by lower risk retirements. Adjustments not related<br />

to volume, including net profit booking rate adjustments and other matters, were approximately $105 million lower for 2014<br />

compared to 2013.<br />

44


Backlog<br />

Backlog increased in 2015 compared to 2014 primarily due to higher orders on F-35 and C-130 programs. Backlog<br />

decreased slightly in 2014 compared to 2013 primarily due to lower orders on F-16 and F-22 programs.<br />

Trends<br />

We expect Aeronautics’ 2016 net sales to increase in the mid-single digit percentage range as compared to 2015 due to<br />

increased volume on the F-35 and C-130 programs, partially offset by decreased volume on the F-16 program. Operating<br />

profit is also expected to increase in the low single-digit percentage range, driven by increased volume on the F-35 program<br />

offset by contract mix that results in a slight decrease in operating margins between years.<br />

Information Systems & Global Solutions<br />

Our IS&GS business segment provides advanced technology systems and expertise, integrated information technology<br />

solutions and management services across a broad spectrum of applications for civil, defense, intelligence and other<br />

government customers. IS&GS’ Technical Services business provides a comprehensive portfolio of technical and<br />

sustainment services. IS&GS has a portfolio of many smaller contracts as compared to our other business segments. IS&GS<br />

has been impacted by the continued downturn in certain federal agencies’ information technology budgets and increased<br />

re-competition on existing contracts coupled with the fragmentation of large contracts into multiple smaller contracts that<br />

are awarded primarily on the basis of price. IS&GS’ operating results included the following (in millions):<br />

2015 2014 2013<br />

Net sales $5,596 $5,654 $6,115<br />

Operating profit 508 472 498<br />

Operating margins 9.1% 8.3% 8.1%<br />

Backlog at year-end $4,800 $6,000 $6,300<br />

2015 compared to 2014<br />

IS&GS’ net sales decreased $58 million, or 1%, in 2015 as compared to 2014. The decrease was attributable to lower net<br />

sales of approximately $395 million as a result of key program completions, lower customer funding levels and increased<br />

competition, coupled with the fragmentation of existing large contracts into multiple smaller contracts that are awarded<br />

primarily on the basis of price when re-competed (including CMS-CITIC). These decreases were partially offset by higher<br />

net sales of approximately $230 million for businesses acquired in 2014; and approximately $110 million due to the start-up<br />

of new programs and growth in recently awarded programs.<br />

IS&GS’ operating profit increased $36 million, or 8%, in 2015 as compared to 2014. The increase was attributable to<br />

improved program performance and risk retirements, offset by decreased operating profit resulting from the activities<br />

mentioned above for net sales. Adjustments not related to volume, including net profit booking rate adjustments and other<br />

matters, were approximately $70 million higher in 2015 compared to 2014.<br />

2014 compared to 2013<br />

IS&GS’ net sales decreased $461 million, or 8%, in 2014 as compared to 2013. The decrease was primarily attributable<br />

to lower net sales of about $475 million due to the wind-down or completion of certain programs, driven by reductions in<br />

direct warfighter support (including JIEDDO); and approximately $320 million due to decreased volume in technical services<br />

programs reflecting market pressures. The decreases were offset by higher net sales of about $330 million due to the start-up<br />

of new programs, growth in recently awarded programs and integration of recently acquired companies.<br />

IS&GS’ operating profit decreased $26 million, or 5%, in 2014 as compared to 2013. The decrease was primarily<br />

attributable to the activities mentioned above for sales, partially offset by severance recoveries related to the restructuring<br />

announced in November 2013 of approximately $20 million in 2014. Adjustments not related to volume, including net profit<br />

booking rate adjustments, were comparable in 2014 and 2013.<br />

45


Backlog<br />

Backlog decreased in 2015 compared to 2014 primarily due to sales being recognized on several multi-year programs<br />

(such as HMSC, NISC III, CIOG and NSF ASC) related to prior year awards and a limited number of large new business<br />

awards. Backlog decreased in 2014 compared to 2013 primarily due to lower customer funding levels and declining activities<br />

on direct warfighter support programs impacted by defense budget reductions.<br />

Trends<br />

We expect IS&GS’ 2016 net sales to decline in the high-single digit percentage range as compared to 2015, primarily<br />

driven by key loss contracts in an increasingly competitive environment, along with volume contraction on the segment’s<br />

major contracts. Operating profit is expected to decline at a higher percentage range in 2016, as compared to net sales<br />

percentage declines, driven by higher margin program losses and re-compete programs awarded at lower margins.<br />

Accordingly, 2016 margins are expected to be lower than 2015 results.<br />

Missiles and Fire Control<br />

Our MFC business segment provides air and missile defense systems; tactical missiles and air-to-ground precision strike<br />

weapon systems; logistics; fire control systems; mission operations support, readiness, engineering support and integration<br />

services; manned and unmanned ground vehicles; and energy management solutions. MFC’s major programs include PAC-3,<br />

THAAD, Multiple Launch Rocket System, Hellfire, JASSM, Javelin, Apache, Sniper ® , Low Altitude Navigation and<br />

Targeting Infrared for Night (LANTIRN ® ) and SOF CLSS. MFC’s operating results included the following (in millions):<br />

2015 2014 2013<br />

Net sales $ 6,770 $ 7,092 $ 6,795<br />

Operating profit 1,282 1,344 1,379<br />

Operating margins 18.9% 19.0% 20.3%<br />

Backlog at year-end $15,500 $13,300 $14,300<br />

2015 compared to 2014<br />

MFC’s net sales in 2015 decreased $322 million, or 5%, compared to the same period in 2014. The decrease was<br />

attributable to lower net sales of approximately $345 million for air and missile defense programs due to fewer deliveries<br />

(primarily PAC-3) and lower volume (primarily THAAD); and approximately $85 million for tactical missile programs due<br />

to fewer deliveries (primarily Guided Multiple Launch Rocket System (GMLRS)) and Joint Air-to-Surface Standoff Missile,<br />

partially offset by increased deliveries for Hellfire. These decreases were partially offset by higher net sales of approximately<br />

$55 million for energy solutions programs due to increased volume.<br />

MFC’s operating profit in 2015 decreased $62 million, or 5%, compared to 2014. The decrease was attributable to lower<br />

operating profit of approximately $100 million for fire control programs due primarily to lower risk retirements (primarily<br />

LANTIRN and SNIPER); and approximately $65 million for tactical missile programs due to lower risk retirements<br />

(primarily Hellfire and GMLRS) and fewer deliveries. These decreases were partially offset by higher operating profit of<br />

approximately $75 million for air and missile defense programs due to increased risk retirements (primarily THAAD).<br />

Adjustments not related to volume, including net profit booking rate adjustments and other matters, were approximately<br />

$60 million lower in 2015 compared to 2014.<br />

2014 compared to 2013<br />

MFC’s net sales increased $297 million, or 4%, in 2014 as compared to 2013. The increase was primarily attributable to<br />

higher net sales of approximately $180 million for air and missile defense programs primarily due to increased volume for<br />

THAAD; about $115 million for fire control programs due to increased deliveries (including Apache); and about<br />

$125 million for various other programs due to increased volume. These increases were partially offset by lower net sales of<br />

approximately $115 million for tactical missile programs due to fewer deliveries (primarily High Mobility Artillery Rocket<br />

System and Army Tactical Missile System).<br />

MFC’s operating profit decreased $35 million, or 3%, in 2014 as compared to 2013. The decrease was primarily<br />

attributable to lower operating profit of about $20 million for tactical missile programs due to net warranty reserve<br />

adjustments for various programs (including JASSM and GMLRS) and fewer deliveries; and approximately $45 million for<br />

various other programs due to lower risk retirements. The decreases were offset by higher operating profit of approximately<br />

$20 million for air and missile defense programs due to increased volume (primarily THAAD and PAC-3); and about<br />

46


$15 million for fire control programs due to increased deliveries (primarily Apache), partially offset by lower risk retirements<br />

(primarily Sniper ® ). Adjustments not related to volume, including net profit booking rate adjustments and other matters,<br />

were approximately $95 million lower for 2014 compared to 2013.<br />

Backlog<br />

Backlog increased in 2015 compared to 2014 primarily due to higher orders on PAC-3, LANTIRN/Sniper and certain<br />

tactical missile programs, partially offset by lower orders on THAAD. Backlog decreased in 2014 compared to 2013<br />

primarily due to lower orders on THAAD and fire control systems programs, partially offset by higher orders on certain<br />

tactical missile programs and PAC-3.<br />

Trends<br />

We expect MFC’s net sales to be flat or experience a slight decline in 2016 as compared to 2015. Operating profit is<br />

expected to decrease by approximately 20 percent, driven by contract mix and fewer risk retirements in 2016 compared to<br />

2015. Accordingly, operating profit margin is expected to decline from 2015 levels.<br />

Mission Systems and Training<br />

As previously described, on November 6, 2015, we acquired Sikorsky and aligned the Sikorsky business under our MST<br />

business segment. The results of the acquired Sikorsky business have been included in our financial results from the<br />

November 6, 2015 acquisition date through December 31, 2015. As a result, our consolidated operating results and MST<br />

business segment operating results for the year ended December 31, 2015 do not reflect a full year of Sikorsky operations.<br />

Our MST business segment provides design, manufacture, service and support for a variety of military and civil<br />

helicopters, ship and submarine mission and combat systems; mission systems and sensors for rotary and fixed-wing aircraft;<br />

sea and land-based missile defense systems; radar systems; the Littoral Combat Ship (LCS); simulation and training services;<br />

and unmanned systems and technologies. In addition, MST supports the needs of customers in cybersecurity and delivers<br />

communication and command and control capabilities through complex mission solutions for defense applications. MST’s<br />

major programs include Black Hawk and Seahawk helicopters, Aegis Combat System (Aegis), LCS, Space Fence, Advanced<br />

Hawkeye Radar System, and TPQ-53 Radar System. MST’s operating results included the following (in millions):<br />

2015 2014 2013<br />

Net sales $ 9,091 $ 8,732 $ 9,037<br />

Operating profit 844 936 1,065<br />

Operating margins 9.3% 10.7% 11.8%<br />

Backlog at year-end $30,100 $13,300 $12,600<br />

2015 compared to 2014<br />

MST’s net sales in 2015 increased $359 million, or 4%, compared to 2014. The increase was attributable to net sales of<br />

approximately $400 million from Sikorsky, net of adjustments required to account for the acquisition of this business in the<br />

fourth quarter of 2015; and approximately $220 million for integrated warfare systems and sensors programs, primarily due<br />

to the ramp-up of recently awarded programs (Space Fence). These increases were partially offset by lower net sales of<br />

approximately $150 million for undersea systems programs due to decreased volume as a result of in-theater force reductions<br />

(primarily Persistent Threat Detection System); and approximately $105 million for ship and aviation systems programs<br />

primarily due to decreased volume (Merlin Capability Sustainment Program).<br />

MST’s operating profit in 2015 decreased $92 million, or 10%, compared to 2014. Operating profit decreased by<br />

approximately $75 million due to performance matters on an international program; approximately $45 million for Sikorsky<br />

due primarily to intangible amortization and adjustments required to account for the acquisition of this business in the fourth<br />

quarter of 2015; and approximately $15 million for integrated warfare systems and sensors programs, primarily due to<br />

investments made in connection with a recently awarded next generation radar technology program, partially offset by higher<br />

risk retirements (including Halifax Class Modernization). These decreases were partially offset by approximately $20 million<br />

in increased operating profit for training and logistics services programs, primarily due to reserves recorded on certain<br />

programs in 2014 that were not repeated in 2015. Adjustments not related to volume, including net profit booking rate<br />

adjustments and other matters, were approximately $100 million lower in 2015 compared to 2014.<br />

47


2014 compared to 2013<br />

MST’s net sales decreased $305 million, or 3%, in 2014 as compared to 2013. Net sales decreased by approximately<br />

$305 million due to the wind-down or completion of certain C4ISR programs (primarily PTDS); about $85 million for<br />

undersea systems programs due to decreased volume and deliveries; and about $55 million related to the settlements of<br />

contract cost matters on certain programs in 2013 that were not repeated in 2014 (including a portion of the terminated<br />

presidential helicopter program). The decreases were partially offset by higher net sales of approximately $80 million for<br />

integrated warfare systems and sensors programs due to increased volume (primarily Space Fence); and approximately<br />

$40 million for training and logistics solutions programs due to increased deliveries (primarily Close Combat Tactical<br />

Trainer).<br />

MST’s operating profit decreased $129 million, or 12%, in 2014 as compared to 2013. The decrease was primarily<br />

attributable to lower operating profit of approximately $120 million related to the settlements of contract cost matters on<br />

certain programs in 2013 that were not repeated in 2014 (including a portion of the terminated presidential helicopter<br />

program); approximately $55 million due to the reasons described above for lower C4ISR program sales, as well as<br />

performance matters on an international program; and approximately $45 million due to higher reserves recorded on certain<br />

training and logistics solutions programs. The decreases were partially offset by higher operating profit of approximately<br />

$45 million for performance matters and reserves recorded in 2013 that were not repeated in 2014; and about $60 million for<br />

various programs due to increased risk retirements (including MH-60 and radar surveillance programs). Adjustments not<br />

related to volume, including net profit booking rate adjustments and other matters, were approximately $85 million lower for<br />

2014 compared to 2013.<br />

Backlog<br />

Backlog increased in 2015 compared to 2014 primarily due to the addition of Sikorsky backlog, as well as higher orders<br />

on new program starts (such as Australian Defence Force Pilot Training System). Backlog increased in 2014 compared to<br />

2013 primarily due to higher orders on new program starts (such as Space Fence).<br />

Trends<br />

We expect MST’s 2016 net sales to increase in the mid-double digit percentage range compared to 2015 net sales due to<br />

the inclusion of Sikorsky programs for a full year, partially offset by a decline in volume due to the wind-down or<br />

completion of certain programs. Operating profit is expected to be equivalent to 2015 on higher volume, and operating<br />

margin is expected to decline due to costs associated with the Sikorsky acquisition, including the impact of purchase<br />

accounting adjustments, integration costs and inherited restructuring costs associated with actions committed to by Sikorsky<br />

prior to acquisition.<br />

Space Systems<br />

Our Space Systems business segment is engaged in the research and development, design, engineering and production of<br />

satellites, strategic and defensive missile systems and space transportation systems. Space Systems provides network-enabled<br />

situational awareness and integrates complex global systems to help our customers gather, analyze, and securely distribute<br />

critical intelligence data. Space Systems is also responsible for various classified systems and services in support of vital<br />

national security systems. Space Systems’ major programs include the Trident II D5 Fleet Ballistic Missile (FBM), Orion,<br />

Space Based Infrared System (SBIRS), AEHF, GPS-III, Geostationary Operational Environmental Satellite R-Series<br />

(GOES-R), and MUOS. Operating profit for our Space Systems business segment includes our share of earnings for our<br />

investment in ULA, which provides expendable launch services to the U.S. Government. Space Systems’ operating results<br />

included the following (in millions):<br />

2015 2014 2013<br />

Net sales $ 9,105 $ 9,202 $ 9,288<br />

Operating profit 1,171 1,187 1,198<br />

Operating margins 12.9% 12.9% 12.9%<br />

Backlog at year-end $17,400 $20,300 $21,400<br />

2015 compared to 2014<br />

Space Systems’ net sales in 2015 decreased $97 million, or 1%, compared to 2014. The decrease was attributable to<br />

approximately $335 million lower net sales for government satellite programs due to decreased volume (primarily AEHF)<br />

and the wind-down or completion of mission solutions programs; and approximately $55 million for strategic missile and<br />

defense systems due to lower volume. These decreases were partially offset by higher net sales of approximately<br />

$235 million for businesses acquired in 2014; and approximately $75 million for the Orion program due to increased volume.<br />

48


Space Systems’ operating profit in 2015 decreased $16 million, or 1%, compared to 2014. Operating profit increased<br />

approximately $85 million for government satellite programs due primarily to increased risk retirements. This increase was<br />

offset by lower operating profit of approximately $65 million for commercial satellite programs due to performance matters<br />

on certain programs; and approximately $35 million due to decreased equity earnings in joint ventures. Adjustments not<br />

related to volume, including net profit booking rate adjustments and other matters, were approximately $105 million higher<br />

in 2015 compared to 2014.<br />

2014 compared to 2013<br />

Space Systems’ net sales decreased $86 million, or 1%, in 2014 as compared to 2013. The decrease was primarily<br />

attributable to lower net sales of approximately $335 million for government satellite programs due to decreased volume<br />

(primarily AEHF, GPS-III and MUOS); $190 million due to mission solutions’ programs transitioning from development to<br />

operations and support, wind-down or completion of certain programs, and defense budget cuts; and about $45 million for<br />

various other programs due to decreased volume. The decreases were partially offset by higher net sales of approximately<br />

$340 million for the Orion program due to increased volume (primarily the first unmanned test flight of the Orion MPCV);<br />

and about $145 million for commercial space transportation programs due to launch-related activities.<br />

Space Systems’ operating profit for 2014 was comparable to 2013. Operating profit decreased by approximately<br />

$20 million for government satellite programs due to lower volume (primarily AEHF and GPS-III), partially offset by<br />

increased risk retirements (primarily MUOS); and about $20 million due to decreased equity earnings for joint ventures. The<br />

decreases were offset by higher operating profit of approximately $30 million for the Orion program due to increased<br />

volume. Operating profit was reduced by approximately $40 million for charges, net of recoveries, related to the<br />

restructuring action announced in November 2013. Adjustments not related to volume, including net profit booking rate<br />

adjustments and other matters, were approximately $10 million lower for 2014 compared to 2013.<br />

Equity earnings<br />

Total equity earnings recognized by Space Systems (primarily ULA) represented approximately $245 million,<br />

$280 million and $300 million, or 21%, 24% and 25% of this business segment’s operating profit during 2015, 2014 and<br />

2013.<br />

Backlog<br />

Backlog decreased in 2015 compared to 2014 primarily due to lower orders for government satellite programs and the<br />

Orion program and higher sales on the Orion program. Backlog decreased in 2014 compared to 2013 primarily due to lower<br />

orders and higher sales on the Orion program, partially offset by higher orders on SBIRS.<br />

Trends<br />

We expect Space Systems’ 2016 net sales to decline in the mid-single digit percentage range as compared to 2015,<br />

primarily driven by program lifecycles on government satellite programs. Operating profit is expected to decline by<br />

approximately 10 percent, primarily driven by contract mix and slightly lower equity earnings in 2016 compared to 2015. As<br />

a result, operating profit margin is expected to decline slightly between the years.<br />

Liquidity and Cash Flows<br />

We have a balanced cash deployment strategy to enhance stockholder value and position ourselves to take advantage of<br />

new business opportunities when they arise. Consistent with that strategy, we have continued to invest in our business,<br />

including capital expenditures, independent research and development and made selective business acquisitions, while<br />

returning cash to stockholders through dividends and share repurchases, and managing our debt levels, maturities and interest<br />

rates.<br />

We have generated strong operating cash flows, which have been the primary source of funding for our operations,<br />

capital expenditures, debt service and repayments, dividends, share repurchases and postretirement benefit plan<br />

contributions. Our strong operating cash flows enabled our Board of Directors to approve two key cash deployment<br />

initiatives in September 2015. First, we increased our fourth quarter dividend rate by 10% to $1.65 per share. Second, the<br />

Board of Directors approved a $3.0 billion increase to our share repurchase program. Inclusive of this increase, the total<br />

remaining authorization for future common share repurchases under our program was $3.6 billion as of December 31, 2015.<br />

Further, based on a cash deployment initiative we announced in October 2014, we plan to reduce our total outstanding share<br />

count to below 300 million shares by the end of 2017, market conditions and our fiduciary obligations permitting. This plan<br />

was not affected by our acquisition of Sikorsky.<br />

49


We have accessed the capital markets opportunistically as we did in February 2015 when we issued $2.25 billion of<br />

long-term debt and as needed as we did in November 2015 when we issued $7.0 billion of long-term debt in connection with<br />

our acquisition of Sikorsky. We also used a combination of short-term debt financing, commercial paper and available cash<br />

to fund the Sikorsky acquisition, as discussed in “Capital Structure, Resources and Other” and “Note 10 – Debt” of our<br />

consolidated financial statements. We expect our cash from operations will continue to be sufficient to support our operations<br />

and anticipated capital expenditures for the foreseeable future. However, we expect to continue to issue commercial paper<br />

backed by our revolving credit facility to manage the timing of our cash flows. We expect to receive a tax-free special cash<br />

payment of approximately $1.8 billion as a result of the anticipated divestiture of our IS&GS business segment in the third or<br />

fourth quarter of 2016 that we intend to use to repay debt, pay dividends or repurchase stock, although the timing and closing<br />

of the transaction are uncertain and subject to obtaining Leidos stockholder and regulatory approvals and receipt of opinions<br />

of tax counsel. As described in the “Capital Structure, Resources and Other” section below, we have financing resources<br />

available to fund potential cash outflows that are less predictable or more discretionary, should they occur. We also have<br />

access to credit markets, if needed, for liquidity or general corporate purposes, including, but not limited to, our revolving<br />

credit facility or the ability to issue commercial paper, and letters of credit to support customer advance payments and for<br />

other trade finance purposes such as guaranteeing our performance on particular contracts.<br />

Cash received from customers, either from the payment of invoices for work performed or for advances in excess of<br />

costs incurred, is our primary source of cash. We generally do not begin work on contracts until funding is appropriated by<br />

the customer. However, we may determine to fund customer programs ourselves pending government appropriations and are<br />

doing so with increased frequency. If we incur costs in excess of funds obligated on the contract, we may be at risk for<br />

reimbursement of the excess costs.<br />

Billing timetables and payment terms on our contracts vary based on a number of factors, including the contract type.<br />

We generally bill and collect cash more frequently under cost-reimbursable and time-and-materials contracts, which together<br />

represent approximately half of the sales we recorded in 2015, as we are authorized to bill as the costs are incurred or work is<br />

performed. A number of our fixed-price contracts may provide for performance-based payments, which allow us to bill and<br />

collect cash as we perform on the contract. The amount of performance-based payments and the related milestones are<br />

encompassed in the negotiation of each contract. The timing of such payments may differ from our incurrence of costs<br />

related to our contract performance, thereby affecting our cash flows.<br />

The U.S. Government has indicated that it would consider progress payments as the baseline for negotiating payment<br />

terms on fixed-price contracts, rather than performance-based payments. In contrast to negotiated performance-based<br />

payment terms, progress payment provisions correspond to a percentage of the amount of costs incurred during the<br />

performance of the contract. While the total amount of cash collected on a contract is the same, performance-based payments<br />

have had a more favorable impact on the timing of our cash flows. In addition, our cash flows may be affected if the U.S.<br />

Government decides to withhold payments on our billings. While the impact of withholding payments delays the receipt of<br />

cash, the cumulative amount of cash collected during the life of the contract will not vary.<br />

The majority of our capital expenditures for 2015 and those planned for 2016 are for equipment, facilities infrastructure<br />

and information technology. Expenditures for equipment and facilities infrastructure are generally incurred to support new<br />

and existing programs across all of our business segments. For example, we have projects underway in our Aeronautics<br />

business segment for facilities and equipment to support higher production of the F-35 combat aircraft. In addition, we have<br />

projects underway to modernize certain of our facilities, inclusive of our efforts to consolidate and reduce leased facilities.<br />

We also incur capital expenditures for information technology to support programs and general enterprise information<br />

technology infrastructure, inclusive of costs for the development or purchase of internal-use software.<br />

50


The following table provides a summary of our cash flow information followed by a discussion of the key elements<br />

(in millions):<br />

2015 2014 2013<br />

Cash and cash equivalents at beginning of year $ 1,446 $ 2,617 $ 1,898<br />

Operating activities<br />

Net earnings 3,605 3,614 2,981<br />

Non-cash adjustments 821 876 1,570<br />

Changes in working capital (846) (372) (98)<br />

Other, net 1,521 (252) 93<br />

Net cash provided by operating activities 5,101 3,866 4,546<br />

Net cash used for investing activities (9,734) (1,723) (1,121)<br />

Net cash provided by (used for) financing activities 4,277 (3,314) (2,706)<br />

Net change in cash and cash equivalents (356) (1,171) 719<br />

Cash and cash equivalents at end of year $ 1,090 $ 1,446 $ 2,617<br />

Operating Activities<br />

2015 compared to 2014<br />

Net cash provided by operating activities increased $1.2 billion in 2015 compared to 2014 primarily due to lower<br />

pension contributions, partially offset by decreases in working capital and higher tax payments. The $1.8 billion increase in<br />

cash flows related to Other, net in the table above is primarily because we made no contributions to our heritage qualified<br />

defined benefit pension trust in 2015 compared to $2.0 billion in 2014. We made $5.0 million in contributions to our new<br />

Sikorsky bargained qualified defined benefit pension plan in 2015. The increase in cash flows related to Other, net was offset<br />

by higher federal and foreign income tax payments, net of refunds received, of approximately $210 million in 2015<br />

compared to 2014 due primarily to the absence of refunds received in 2015 (prior year’s tax refunds were attributable to<br />

timing of discretionary pension contributions made during the fourth quarter of the respective previous years). The<br />

$474 million decrease in cash flows related to working capital (defined as receivables and inventories less accounts payable<br />

and customer advances and amounts in excess of costs incurred) was attributable to an increase in receivables due to timing<br />

of customer collections (primarily F-35 contracts) as well as timing of production and billing cycles affecting customer<br />

advances and progress payments applied to inventories (primarily C-130 program). See “Critical Accounting Policies –<br />

Postretirement Benefit Plans” (under the caption “Funding Considerations”) for discussion of future postretirement benefit<br />

plan funding.<br />

2014 compared to 2013<br />

Net cash provided by operating activities decreased $680 million in 2014 compared to 2013 primarily due to higher tax<br />

payments, net of refunds received and increases in working capital. Our federal and foreign income tax payments, net of<br />

refunds received, were approximately $760 million higher in 2014 compared to 2013 due to an increase in net income and<br />

lower refunds received in 2014 (attributable to timing of discretionary pension contributions made during the fourth quarter<br />

of 2012). The decrease of $274 million in cash provided by working capital (defined as receivables and inventories less<br />

accounts payable and customer advances and amounts in excess of costs incurred) was primarily attributable to lower cash<br />

receipts related to accounts receivable, primarily timing on the F-35 production contracts (including amounts received in<br />

2013 from resolving U.S. Government contractual withholds that were not repeated in 2014). Partially offsetting the<br />

decreases in operating cash flows were lower pension contributions in 2014. We made $2.0 billion in contributions to our<br />

qualified defined benefit pension plans in 2014, compared to $2.25 billion in 2013.<br />

Investing Activities<br />

Net cash used for investing activities increased $8.0 billion and $602 million in 2015 and 2014, respectively, compared<br />

to the prior year, primarily due to increased acquisition activities. Acquisition activities include both the acquisition of<br />

businesses and investments in affiliates. We paid $9.0 billion in 2015 for the Sikorsky acquisition, net of cash acquired<br />

(Note 3). We paid $898 million in 2014 for acquisition activities, primarily related to the acquisitions of Zeta, Systems Made<br />

Simple, and Industrial Defender. In 2013, we paid $269 million for acquisition activities, primarily related to the acquisition<br />

of Amor Group.<br />

51


Capital expenditures amounted to $939 million in 2015, $845 million in 2014 and $836 million in 2013. The majority of<br />

our capital expenditures were for equipment and facilities infrastructure that generally are incurred to support new and<br />

existing programs across all of our business segments. We also incur capital expenditures for information technology to<br />

support programs and general enterprise information technology infrastructure, inclusive of costs for the development or<br />

purchase of internal-use-software.<br />

Additionally, in 2015, we received cash proceeds of approximately $165 million related to three properties sold in<br />

California.<br />

Financing Activities<br />

Net cash provided by financing activities increased $7.6 billion in 2015 compared to 2014 primarily due to proceeds<br />

from new debt issuances, partially offset by increased repurchases of common stock and higher dividends paid. Net cash<br />

used for financing activities increased $608 million in 2014 compared to 2013 primarily due to decreased proceeds from<br />

stock option exercises in 2014, higher dividends paid and increased repurchases of common stock, partially offset by the<br />

repayment of long-term notes in 2013.<br />

In February 2015, we received net proceeds of $2.21 billion for the issuance of $2.25 billion of fixed interest-rate longterm<br />

notes. In November 2015, we borrowed $7.0 billion of fixed interest-rate long-term notes and received net proceeds of<br />

$6.9 billion (the November 2015 Notes). These proceeds were used to repay $6.0 billion of outstanding borrowings under a<br />

364-day revolving credit facility that was used to finance a portion of the purchase price for the Sikorsky acquisition.<br />

Additionally, in the fourth quarter of 2015, to partially finance the Sikorsky acquisition we borrowed and repaid<br />

approximately $1.0 billion under our commercial paper program. See “Capital Structure, Resources and Other” for more<br />

information about our debt financing activities.<br />

We paid dividends totaling $1.9 billion ($6.15 per share) in 2015, $1.8 billion ($5.49 per share) in 2014 and $1.5 billion<br />

($4.78 per share) in 2013. We have increased our quarterly dividend rate in each of the last three years, including a<br />

10% increase in the quarterly dividend rate in the fourth quarter of 2015. We declared quarterly dividends of $1.50 per share<br />

during each of the first three quarters of 2015 and $1.65 per share during the fourth quarter of 2015; $1.33 per share during<br />

each of the first three quarters of 2014 and $1.50 per share during the fourth quarter of 2014; and $1.15 per share during each<br />

of the first three quarters of 2013 and $1.33 per share during the fourth quarter of 2013.<br />

We paid $3.1 billion, $1.9 billion and $1.8 billion to repurchase 15.2 million, 11.5 million and 16.2 million shares of our<br />

common stock during 2015, 2014 and 2013.<br />

Cash received from the issuance of our common stock in connection with employee stock option exercises during 2015,<br />

2014 and 2013 totaled $174 million, $308 million and $827 million. The exercises resulted in the issuance of 2.2 million<br />

shares, 3.7 million shares and 10.0 million shares of our common stock.<br />

In 2013, we repaid $150 million of long-term notes with a fixed interest rate of 7.38% due to their scheduled maturities.<br />

Capital Structure, Resources and Other<br />

At December 31, 2015, we held cash and cash equivalents of $1.1 billion. As of December 31, 2015, approximately<br />

$400 million of our cash and cash equivalents was held outside of the U.S. by foreign subsidiaries. Although those balances<br />

are generally available to fund ordinary business operations without legal or other restrictions, a significant portion is not<br />

immediately available to fund U.S. operations unless repatriated. Our intention is to permanently reinvest earnings from our<br />

foreign subsidiaries. While we do not intend to do so, if this cash had been repatriated at the end of 2015, we estimate that<br />

about $48 million of U.S. federal income tax would have been due after considering foreign tax credits.<br />

Our outstanding debt, net of unamortized discounts and deferred financing costs, amounted to $15.3 billion at<br />

December 31, 2015 and mainly is in the form of publicly-issued notes that bear interest at fixed rates. As of December 31,<br />

2015, we were in compliance with all covenants contained in our debt and credit agreements.<br />

We actively seek to finance our business in a manner that preserves financial flexibility while minimizing borrowing<br />

costs to the extent practicable. We review changes in financial market and economic conditions to manage the types,<br />

amounts and maturities of our indebtedness. We may at times refinance existing indebtedness, vary our mix of variable-rate<br />

and fixed-rate debt or seek alternative financing sources for our cash and operational needs.<br />

52


Revolving Credit Facilities<br />

On October 9, 2015, we entered into a new $2.5 billion revolving credit facility (the 5-year Facility) with various banks<br />

and concurrently terminated our existing $1.5 billion revolving credit facility, which was scheduled to expire in August 2016.<br />

The 5-year Facility, which expires on October 9, 2020, is available for general corporate purposes. The undrawn portion of<br />

the 5-year Facility is also available to serve as a backup facility for the issuance of commercial paper. We may request and<br />

the banks may grant, at their discretion, an increase to the new credit facility up to an additional $500 million. There were no<br />

borrowings outstanding under the 5-year Facility as of and for the year ended December 31, 2015.<br />

In contemplation of our acquisition of Sikorsky, on October 9, 2015, we also entered into a 364-day revolving credit<br />

facility (the 364-day Facility, and together with the 5-year Facility, the Facilities) with various banks that provided<br />

$7.0 billion of funding for general corporate purposes, including the acquisition of Sikorsky. Concurrent with the<br />

consummation of the Sikorsky acquisition, we borrowed $6.0 billion under the 364-day Facility. On November 23, 2015, we<br />

repaid all outstanding borrowings under the 364-day Facility with proceeds received from the issuance of the November<br />

2015 Notes described below and terminated any remaining commitments of the lenders under the 364-day Facility.<br />

Borrowings under the Facilities are unsecured and bear interest at rates based, at our option, on a Eurodollar Rate or a<br />

Base Rate, as defined in the Facilities’ agreements. Each bank’s obligation to make loans under the 5-year Facility is subject<br />

to, among other things, our compliance with various representations, warranties and covenants, including covenants limiting<br />

our ability and certain of our subsidiaries’ ability to encumber assets and a covenant not to exceed a maximum leverage ratio,<br />

as defined in the 5-year Facility agreement.<br />

Long-Term Debt<br />

On November 23, 2015, we issued $7.0 billion of notes (the November 2015 Notes) in a registered public offering. We<br />

received net proceeds of $6.9 billion from the offering, after deducting discounts and debt issuance costs, which are being<br />

amortized as interest expense over the life of the debt. The November 2015 Notes consist of:<br />

• $750 million maturing in 2018 with a fixed interest rate of 1.85% (the 2018 Notes);<br />

• $1.25 billion maturing in 2020 with a fixed interest rate of 2.50% (the 2020 Notes);<br />

• $500 million maturing in 2023 with a fixed interest rate of 3.10% (the 2023 Notes);<br />

• $2.0 billion maturing in 2026 with a fixed interest rate of 3.55% (the 2026 Notes);<br />

• $500 million maturing in 2036 with a fixed interest rate of 4.50% (the 2036 Notes), and<br />

• $2.0 billion maturing in 2046 with a fixed interest rate of 4.70% (the 2046 Notes).<br />

We may, at our option, redeem some or all of the November 2015 Notes and unpaid interest at any time by paying the<br />

principal amount of notes being redeemed plus any make-whole premium and accrued and unpaid interest to the date of<br />

redemption. Interest is payable on the 2018 Notes and the 2020 Notes on May 23 and November 23 of each year, beginning<br />

on May 23, 2016; on the 2023 Notes and the 2026 Notes on January 15 and July 15 of each year, beginning on July 15, 2016;<br />

and on the 2036 Notes and the 2046 Notes on May 15 and November 15 of each year, beginning on May 15, 2016. The<br />

November 2015 Notes rank equally in right of payment with all of our existing unsecured and unsubordinated indebtedness.<br />

The proceeds of the November 2015 Notes were used to repay the $6.0 billion of borrowings under our 364-day Facility and<br />

for general Corporate purposes.<br />

On February 20, 2015, we issued $2.25 billion of notes (the February 2015 Notes) in a registered public offering. We<br />

received net proceeds of $2.21 billion from the offering, after deducting discounts and debt issuance costs, which are being<br />

amortized as interest expense over the life of the debt. The February 2015 Notes consist of $750 million maturing in 2025<br />

with a fixed interest rate of 2.90%, $500 million maturing in 2035 with a fixed interest rate of 3.60% and $1.0 billion<br />

maturing in 2045 with a fixed interest rate of 3.80%. We may, at our option, redeem some or all of the notes at any time by<br />

paying the principal amount of notes being redeemed plus any make-whole premium and accrued and unpaid interest to the<br />

date of redemption. Interest on the notes is payable on March 1 and September 1 of each year, beginning on September 1,<br />

2015. These notes rank equally in right of payment with all of our existing unsecured and unsubordinated indebtedness. The<br />

proceeds of the February 2015 Notes were used for general Corporate purposes.<br />

We also have an effective shelf registration statement on Form S-3 on file with the U.S. Securities and Exchange<br />

Commission to provide for the issuance of an indeterminate amount of debt securities.<br />

53


Commercial Paper<br />

We have agreements in place with financial institutions to provide for the issuance of commercial paper backed by our<br />

$2.5 billion credit facility. In connection with the Sikorsky acquisition, in the fourth quarter of 2015 we borrowed and repaid<br />

approximately $1.0 billion under our commercial paper program. There were no commercial paper borrowings outstanding<br />

as of December 31, 2015. However, we expect to continue to issue commercial paper backed by our credit facility to manage<br />

the timing of our cash flows.<br />

Stockholders’ Equity<br />

Our stockholders’ equity was $3.1 billion at December 31, 2015, a decrease of $303 million from December 31, 2014.<br />

The decrease was primarily due to the repurchase of 15.2 million common shares for $3.1 billion; and dividends declared of<br />

$1.9 billion during the year. These decreases were partially offset by net earnings of $3.6 billion; employee stock activity of<br />

$660 million (including the impacts of stock option exercises, ESOP activity and stock-based compensation); and the<br />

amortization of $850 million in 2015 postretirement benefit plan expense, offset by the re-measurements of our<br />

postretirement benefit plans of $351 million.<br />

As we repurchase our common shares, we reduce common stock for the $1 of par value of the shares repurchased, with<br />

the excess purchase price over par value recorded as a reduction of additional paid-in capital. Due to the volume of<br />

repurchases made under our share repurchase program, additional paid-in capital was reduced to zero, with the remainder of<br />

the excess purchase price over par value of $2.4 billion recorded as a reduction of retained earnings in 2015.<br />

Contractual Commitments and Off-Balance Sheet Arrangements<br />

At December 31, 2015, we had contractual commitments to repay debt, make payments under operating leases, settle<br />

obligations related to agreements to purchase goods and services and settle tax and other liabilities. Capital lease obligations<br />

were not material. Payments due under these obligations and commitments are as follows (in millions):<br />

Total<br />

Less Than<br />

1 Year<br />

Payments Due By Period<br />

Years<br />

2 and 3<br />

Years<br />

4 and 5<br />

After<br />

5 Years<br />

Long-term debt (a) $16,181 $ 953 $ 750 $2,150 $12,328<br />

Interest payments 11,224 623 1,259 1,192 8,150<br />

Other liabilities 2,892 313 546 365 1,668<br />

Operating lease obligations 793 205 289 165 134<br />

Purchase obligations:<br />

Operating activities 40,455 18,492 15,700 4,792 1,471<br />

Capital expenditures 290 233 55 2 —<br />

Total contractual cash obligations $71,835 $20,819 $18,599 $8,666 $23,751<br />

(a)<br />

Long-term debt includes scheduled principal payments only and excludes $18 million of debt issued by a consolidated joint venture,<br />

for which the debt is not guaranteed by us.<br />

Amounts related to other liabilities represent the contractual obligations for certain long-term liabilities recorded as of<br />

December 31, 2015. Such amounts mainly include expected payments under non-qualified pension plans, environmental<br />

liabilities and deferred compensation plans.<br />

Purchase obligations related to operating activities include agreements and contracts that give the supplier recourse to us<br />

for cancellation or nonperformance under the contract or contain terms that would subject us to liquidated damages. Such<br />

agreements and contracts may, for example, be related to direct materials, obligations to subcontractors and outsourcing<br />

arrangements. Total purchase obligations for operating activities in the preceding table include approximately $36.7 billion<br />

related to contractual commitments entered into as a result of contracts we have with our U.S. Government customers. The<br />

U.S. Government generally would be required to pay us for any costs we incur relative to these commitments if they were to<br />

terminate the related contracts “for convenience” under the Federal Acquisition Regulation (FAR), subject to available<br />

funding. This also would be true in cases where we perform subcontract work for a prime contractor under a U.S.<br />

Government contract. The termination for convenience language also may be included in contracts with foreign, state and<br />

local governments. We also have contracts with customers that do not include termination for convenience provisions,<br />

including contracts with commercial customers.<br />

54


Purchase obligations in the preceding table for capital expenditures generally include facilities infrastructure, equipment<br />

and information technology.<br />

We also may enter into industrial cooperation agreements, sometimes referred to as offset agreements, as a condition to<br />

obtaining orders for our products and services from certain customers in foreign countries. These agreements are designed to<br />

enhance the social and economic environment of the foreign country by requiring the contractor to promote investment in the<br />

country. Offset agreements may be satisfied through activities that do not require us to use cash, including transferring<br />

technology, providing manufacturing and other consulting support to in-country projects and the purchase by third parties<br />

(e.g., our vendors) of supplies from in-country vendors. These agreements also may be satisfied through our use of cash for<br />

such activities as purchasing supplies from in-country vendors, providing financial support for in-country projects,<br />

establishment of ventures with local companies and building or leasing facilities for in-country operations. We typically do<br />

not commit to offset agreements until orders for our products or services are definitive. The amounts ultimately applied<br />

against our offset agreements are based on negotiations with the customer and typically require cash outlays that represent<br />

only a fraction of the original amount in the offset agreement. The costs to satisfy our offset obligations are included in the<br />

estimates of our total costs to complete the contract and may impact our profitability and cash flows. The ability to recover<br />

investments that we make is generally dependent upon the successful operation of ventures that we do not control and may<br />

involve products and services that are dissimilar to our business activities. At December 31, 2015, the remaining obligations<br />

under our outstanding offset agreements totaled $16 billion, which primarily relate to our Aeronautics, MFC and MST<br />

business segments, most of which extend through 2028. To the extent we have entered into purchase obligations at<br />

December 31, 2015 that also satisfy offset agreements, those amounts are included in the preceding table. Offset programs<br />

usually extend over several years and may provide for penalties, estimated at approximately $1.4 billion at December 31,<br />

2015, in the event we fail to perform in accordance with offset requirements. While historically we have not been required to<br />

pay material penalties, resolution of offset requirements are often the result of negotiations and subjective judgments.<br />

In connection with our 50% ownership interest of ULA, we and The Boeing Company (Boeing) are required to provide<br />

ULA an additional capital contribution if ULA is unable to make required payments under its inventory supply agreement<br />

with Boeing. As of December 31, 2015, ULA’s total remaining obligation to Boeing under the inventory supply agreement<br />

was $120 million. The parties have agreed to defer the remaining payment obligation as it is more than offset by other<br />

commitments to ULA. Accordingly, we do not expect to be required to make a capital contribution to ULA under this<br />

agreement.<br />

In addition, both we and Boeing have cross-indemnified each other for guarantees by us and Boeing of the performance<br />

and financial obligations of ULA under certain launch service contracts. We believe ULA will be able to fully perform its<br />

obligations, as it has done through December 31, 2015, and that it will not be necessary to make payments under the crossindemnities<br />

or guarantees.<br />

We have entered into standby letters of credit, surety bonds and third-party guarantees with financial institutions and<br />

other third parties primarily relating to advances received from customers and the guarantee of future performance on certain<br />

contracts. Letters of credit and surety bonds generally are available for draw down in the event we do not perform. In some<br />

cases, we may guarantee the contractual performance of third parties such as venture partners. At December 31, 2015, we<br />

had the following outstanding letters of credit, surety bonds and third-party guarantees (in millions):<br />

Total<br />

Commitment<br />

Commitment Expiration By Period<br />

Less Than<br />

1 Year<br />

Years<br />

2 and 3<br />

Years<br />

4 and 5<br />

After<br />

5 Years<br />

Standby letters of credit (a) $2,718 $1,374 $408 $811 $125<br />

Surety bonds 425 420 2 3 —<br />

Guarantees 678 21 14 130 513<br />

Total commitments $3,821 $1,815 $424 $944 $638<br />

(a) Approximately $1.1 billion of standby letters of credit in the “Less Than 1 Year” category, $93 million in the “Years 2 and 3”<br />

category and $724 million in the “Years 4 and 5” category are expected to renew for additional periods until completion of the<br />

contractual obligation.<br />

At December 31, 2015, third-party guarantees totaled $678 million, of which approximately 79% related to guarantees<br />

of contractual performance of ventures to which we currently are or previously were a party. This amount represents our<br />

estimate of the maximum amount we would expect to incur upon the contractual non-performance of the venture partners. In<br />

addition, we generally have cross-indemnities in place that may enable us to recover amounts that may be paid on behalf of a<br />

55


venture partner. We believe our current and former venture partners will be able to perform their obligations, as they have<br />

done through December 31, 2015, and that it will not be necessary to make payments under the guarantees. In determining<br />

our exposures, we evaluate the reputation, technical capabilities and credit quality of our current and former venture partners.<br />

Critical Accounting Policies<br />

Contract Accounting / Sales Recognition<br />

Substantially all of our net sales are accounted for using the percentage-of-completion method, which requires that<br />

significant estimates and assumptions be made in accounting for the contracts. Our remaining net sales are derived from<br />

contracts to provide services to non-U.S. Government customers, which we account for under a services accounting model.<br />

We evaluate new or significantly modified contracts with customers other than the U.S. Government, to the extent the<br />

contracts include multiple elements, to determine if the individual deliverables should be accounted for as separate units of<br />

accounting. When we determine that accounting for the deliverables as separate units is appropriate, we allocate the contract<br />

value to the deliverables based on their relative estimated selling prices. The contracts or contract modifications we evaluate<br />

for multiple elements typically are long-term in nature and include the provision of both products and services. Based on the<br />

nature of our business, we generally account for components of such contracts using the percentage-of-completion<br />

accounting model or the services accounting model, as appropriate.<br />

We classify net sales as products or services on our Statements of Earnings based on the predominant attributes of the<br />

underlying contract. Most of our long-term contracts are denominated in U.S. dollars, including contracts for sales of military<br />

products and services to international governments contracted through the U.S. Government. We record sales for both<br />

products and services under cost-reimbursable, fixed-price and time-and-materials contracts.<br />

Contract Types<br />

Cost-reimbursable contracts<br />

Cost-reimbursable contracts, which accounted for about 43%, 40%, and 45% of our total net sales in 2015, 2014, and<br />

2013, provide for the payment of allowable costs incurred during performance of the contract plus a fee, up to a ceiling based<br />

on the amount that has been funded. We generate revenue under two general types of cost-reimbursable contracts: cost-plusaward-fee/incentive-fee<br />

contracts, which represent a substantial majority of our cost-reimbursable contracts; and cost-plusfixed-fee<br />

contracts.<br />

Cost-plus-award-fee contracts provide for an award fee that varies within specified limits based on the customer’s<br />

assessment of our performance against a predetermined set of criteria, such as targets based on cost, quality, technical and<br />

schedule criteria. Cost-plus-incentive-fee contracts provide for reimbursement of costs plus a fee which is adjusted by a<br />

formula based on the relationship of total allowable costs to total target costs (incentive based on cost) or reimbursement of<br />

costs plus an incentive to exceed stated performance targets (incentive based on performance). The fixed fee in a cost-plusfixed-fee<br />

contract is negotiated at the inception of the contract and that fixed fee does not vary with actual costs.<br />

Fixed-price and other contracts<br />

Under fixed-price contracts, which accounted for about 54%, 55%, and 50% of our total net sales in 2015, 2014, and<br />

2013, we agree to perform the specified work for a pre-determined price. To the extent our actual costs vary from the<br />

estimates upon which the price was negotiated, we will generate more or less profit or could incur a loss. Some fixed-price<br />

contracts have a performance-based component under which we may earn incentive payments or incur financial penalties<br />

based on our performance.<br />

Under time-and-materials contracts, which accounted for about 3% of our total net sales in 2015 and 5% of our total net<br />

sales in 2014 and 2013, we are paid a fixed hourly rate for each direct labor hour expended and we are reimbursed for<br />

allowable material costs and allowable out-of-pocket expenses. To the extent our actual direct labor and associated costs vary<br />

in relation to the fixed hourly billing rates provided in the contract, we will generate more or less profit or could incur a loss.<br />

Percentage-of-Completion Method<br />

We record net sales and an estimated profit on a percentage-of-completion basis for cost-reimbursable and fixed-price<br />

contracts for product and services contracts with the U.S. Government.<br />

56


The percentage-of-completion method for product contracts depends on the nature of the products provided under the<br />

contract. For example, for contracts that require us to perform a significant level of development effort in comparison to the<br />

total value of the contract and/or to deliver minimal quantities, sales are recorded using the cost-to-cost method to measure<br />

progress toward completion. Under the cost-to-cost method, we recognize sales and an estimated profit as costs are incurred<br />

based on the proportion that the incurred costs bear to total estimated costs. For contracts that require us to provide a<br />

substantial number of similar items without a significant level of development, we record sales and an estimated profit on a<br />

percentage-of-completion basis using units-of-delivery as the basis to measure progress toward completing the contract. For<br />

contracts to provide services to the U.S. Government, sales are generally recorded using the cost-to-cost method.<br />

Award and incentive fees, as well as penalties related to contract performance, are considered in estimating sales and<br />

profit rates on contracts accounted for under the percentage-of-completion method. Estimates of award fees are based on past<br />

experience and anticipated performance. We record incentives or penalties when there is sufficient information to assess<br />

anticipated contract performance. Incentive provisions that increase or decrease earnings based solely on a single significant<br />

event are not recognized until the event occurs.<br />

Accounting for contracts using the percentage-of-completion method requires judgment relative to assessing risks,<br />

estimating contract sales and costs (including estimating award and incentive fees and penalties related to performance) and<br />

making assumptions for schedule and technical issues. Due to the number of years it may take to complete many of our<br />

contracts and the scope and nature of the work required to be performed on those contracts, the estimation of total sales and<br />

costs at completion is complicated and subject to many variables and, accordingly, is subject to change. When adjustments in<br />

estimated total contract sales or estimated total costs are required, any changes from prior estimates are recognized in the<br />

current period for the inception-to-date effect of such changes.<br />

Our estimates of costs at completion of the contract are based on assumptions we make for variables such as labor<br />

productivity and availability, the complexity of the work to be performed, the availability of materials, the length of time to<br />

complete the contract (to estimate increases in wages and prices for materials), performance by our subcontractors and the<br />

availability and timing of funding from our customer, among other variables. When estimates of total costs to be incurred on<br />

a contract exceed total estimates of sales to be earned, a provision for the entire loss on the contract is recorded in the period<br />

in which the loss is determined.<br />

Many of our contracts span several years and include highly complex technical requirements. At the outset of a contract,<br />

we identify and monitor risks to the achievement of the technical, schedule and cost aspects of the contract and assess the<br />

effects of those risks on our estimates of total costs to complete the contract. The estimates consider the technical<br />

requirements (e.g., a newly-developed product versus a mature product), the schedule and associated tasks (e.g., the number<br />

and type of milestone events) and costs (e.g., material, labor, subcontractor, overhead and the estimated costs to fulfill our<br />

industrial cooperation agreements, sometimes referred to as offset agreements, required under certain contracts with<br />

international customers). The initial profit booking rate of each contract considers risks surrounding the ability to achieve the<br />

technical requirements, schedule and costs in the initial estimated total costs to complete the contract. Profit booking rates<br />

may increase during the performance of the contract if we successfully retire risks surrounding the technical, schedule and<br />

cost aspects of the contract which decreases the estimated total costs to complete the contract. Conversely, our profit booking<br />

rates may decrease if the estimated total costs to complete the contract increase. All of the estimates are subject to change<br />

during the performance of the contract and may affect the profit booking rate.<br />

In addition, comparability of our segment sales, operating profit and operating margins may be impacted favorably or<br />

unfavorably by changes in profit booking rates on our contracts accounted for using the percentage-of-completion method of<br />

accounting. Increases in the profit booking rates, typically referred to as risk retirements, usually relate to revisions in the<br />

estimated total costs that reflect improved conditions on a particular contract. Conversely, conditions on a particular contract<br />

may deteriorate resulting in an increase in the estimated total costs to complete and a reduction in the profit booking rate.<br />

Increases or decreases in profit booking rates are recognized in the current period and reflect the inception-to-date effect of<br />

such changes. Segment operating profit and margins may also be impacted favorably or unfavorably by other items.<br />

Favorable items may include the positive resolution of contractual matters, cost recoveries on restructuring charges,<br />

insurance recoveries and gains on sales of assets. Unfavorable items may include the adverse resolution of contractual<br />

matters; restructuring charges, except for significant severance actions as mentioned above which are excluded from segment<br />

operating results; reserves for disputes; asset impairments; and losses on sales of assets. Segment operating profit and items<br />

such as risk retirements, reductions of profit booking rates or other matters are presented net of state income taxes.<br />

57


Services Method<br />

Under a fixed-price service contract, we are paid a predetermined fixed amount for a specified scope of work and<br />

generally have full responsibility for the costs associated with the contract and the resulting profit or loss. We record net<br />

sales under fixed-price service contracts to non-U.S. Government customers on a straight-line basis over the period of<br />

contract performance, unless evidence suggests that net sales are earned or the obligations are fulfilled in a different pattern.<br />

For cost-reimbursable contracts for services to non-U.S. Government customers that provide for award and incentive fees, we<br />

record net sales as services are performed, exclusive of award and incentive fees. Award and incentive fees are recorded<br />

when they are fixed or determinable, generally at the date the amount is communicated to us by the customer. This approach<br />

results in the recognition of such fees at contractual intervals (typically every six months) throughout the contract and is<br />

dependent on the customer’s processes for notification of awards and issuance of formal notifications. Costs for all service<br />

contracts are expensed as incurred.<br />

Other Contract Accounting Considerations<br />

The majority of our sales are driven by pricing based on costs incurred to produce products or perform services under<br />

contracts with the U.S. Government. Cost-based pricing is determined under the FAR. The FAR provides guidance on the<br />

types of costs that are allowable in establishing prices for goods and services under U.S. Government contracts. For example,<br />

costs such as those related to charitable contributions, interest expense and certain advertising and public relations activities<br />

are unallowable and, therefore, not recoverable through sales. In addition, we may enter into advance agreements with the<br />

U.S. Government that address the subjects of allowability and allocability of costs to contracts for specific matters. For<br />

example, most of the environmental costs we incur for environmental remediation related to sites operated in prior years are<br />

allocated to our current operations as general and administrative costs under FAR provisions and supporting advance<br />

agreements reached with the U.S. Government.<br />

We closely monitor compliance with and the consistent application of our critical accounting policies related to contract<br />

accounting. Costs incurred and allocated to contracts are reviewed for compliance with U.S. Government regulations by our<br />

personnel and are subject to audit by the Defense Contract Audit Agency.<br />

Postretirement Benefit Plans<br />

Overview<br />

Many of our employees participate in qualified and nonqualified defined benefit pension plans, retiree medical and life<br />

insurance plans and other postemployment plans (collectively, postretirement benefit plans – see Note 11). The majority of<br />

our accrued benefit obligations relate to our qualified defined benefit pension plans and retiree medical and life insurance<br />

plans. We recognize on a plan-by-plan basis the net funded status of these postretirement benefit plans under GAAP as either<br />

an asset or a liability on our Balance Sheets. There is a corresponding non-cash adjustment to accumulated other<br />

comprehensive loss, net of tax benefits recorded as deferred tax assets, in stockholders’ equity. The GAAP funded status<br />

represents the difference between the fair value of each plan’s assets and the benefit obligation of the plan. The GAAP<br />

benefit obligation represents the present value of the estimated future benefits we currently expect to pay to plan participants<br />

based on past service.<br />

In June 2014, we amended certain of our qualified and nonqualified defined benefit pension plans for non-union<br />

employees to freeze future retirement benefits. The freeze will take effect in two stages. Beginning on January 1, 2016, the<br />

pay-based component of the formula used to determine retirement benefits was frozen so that future pay increases, annual<br />

incentive bonuses or other amounts earned for or related to periods after December 31, 2015 will not be used to calculate<br />

retirement benefits. On January 1, 2020, the service-based component of the formula used to determine retirement benefits<br />

will also be frozen so that participants will no longer earn further credited service for any period after December 31, 2019.<br />

When the freeze is complete, the majority of our salaried employees will have transitioned to an enhanced defined<br />

contribution retirement savings plan.<br />

Notwithstanding these actions, the impact of these plans and benefits on our earnings may be volatile in that the amount<br />

of expense we record and the funded status for our postretirement benefit plans may materially change from year to year<br />

because those calculations are sensitive to funding levels as well as changes in several key economic assumptions, including<br />

interest rates, actual rates of return on plan assets and other actuarial assumptions including participant longevity and<br />

employee turnover, as well as the timing of cash funding.<br />

58


Actuarial Assumptions<br />

The plan assets and benefit obligations are measured at the end of each year or more frequently, upon the occurrence of<br />

certain events such as a significant plan amendment, settlement or curtailment. The amounts we record are measured using<br />

actuarial valuations, which are dependent upon key assumptions such as discount rates, employee turnover, participant<br />

longevity, the expected long-term rate of return on plan assets and the health care cost trend rates for our retiree medical<br />

plans. The assumptions we make affect both the calculation of the benefit obligations as of the measurement date and the<br />

calculation of net periodic benefit cost in subsequent periods. When reassessing these assumptions we consider past and<br />

current market conditions and make judgments about future market trends. We also consider factors such as the timing and<br />

amounts of expected contributions to the plans and benefit payments to plan participants.<br />

We utilized a discount rate of 4.375% when calculating our benefit obligations related to our defined benefit pension<br />

plans at December 31, 2015, compared to 4.00% at December 31, 2014 and 4.75% at December 31, 2013. We utilized a<br />

discount rate of 4.25% when calculating our benefit obligations related to our retiree medical plans at December 31, 2015,<br />

compared to 3.75% at December 31, 2014 and 4.50% at December 31, 2013. We evaluate several data points in order to<br />

arrive at an appropriate discount rate, including results from cash flow models, quoted rates from long-term bond indices and<br />

changes in long-term bond rates over the past year. As part of our evaluation, we calculate the approximate average yields on<br />

corporate bonds rated AA or better selected to match our projected postretirement benefit plan cash flows.<br />

We utilized an expected long-term rate of return on plan assets of 8.00% at December 31, 2015, consistent with the rate<br />

used at December 31, 2014 and December 31, 2013. The long-term rate of return assumption represents the expected longterm<br />

rate of return on the funds invested or to be invested, to provide for the benefits included in the benefit obligations. This<br />

assumption is based on several factors including historical market index returns, the anticipated long-term allocation of plan<br />

assets, the historical return data for the trust funds, plan expenses and the potential to outperform market index returns. The<br />

difference between the long-term rate of return on plan assets assumption we select and the actual return on plan assets in any<br />

given year affects both the funded status of our benefit plans and the calculation of FAS pension expense in subsequent<br />

periods. Although the actual return in any specific year likely will differ from the assumption, the average expected return<br />

over a long-term future horizon should be approximately equal to the assumption. As a result, changes in this assumption are<br />

less frequent than changes in the discount rate.<br />

Our stockholders’ equity has been reduced cumulatively by $11.3 billion from the annual year-end measurements of the<br />

funded status of postretirement benefit plans. The cumulative non-cash, after-tax reduction primarily represents net actuarial<br />

losses resulting from declines in discount rates from 6.375% at the end of 2007 to 4.375% at the end of 2015 and investment<br />

losses incurred during 2008 and 2015, which will be amortized to expense over the average future service period of<br />

employees expected to receive benefits under the plans of approximately 10 years as of December 31, 2015. During 2015,<br />

$850 million of these amounts was recognized as a component of postretirement benefit plans expense and about<br />

$693 million is expected to be recognized as expense in 2016.<br />

The discount rate and long-term rate of return on plan assets assumptions we select at the end of each year are based on<br />

our best estimates and judgment. A change of plus or minus 25 basis points in the 4.375% discount rate assumption at<br />

December 31, 2015, with all other assumptions held constant, would have decreased or increased the amount of the qualified<br />

pension benefit obligation we recorded at the end of 2015 by approximately $1.5 billion, which would result in an after-tax<br />

increase or decrease in stockholders’ equity at the end of the year of approximately $1.0 billion. If the 4.375% discount rate<br />

at December 31, 2015 that was used to compute the expected 2016 FAS pension expense for our qualified defined benefit<br />

pension plans had been 25 basis points higher or lower, with all other assumptions held constant, the amount of FAS pension<br />

expense projected for 2016 would be lower or higher by approximately $120 million. If the 8.00% expected long-term rate of<br />

return on plan assets assumption at December 31, 2015 that was used to compute the expected 2016 FAS pension expense for<br />

our qualified defined benefit pension plans had been 25 basis points higher or lower, with all other assumptions held<br />

constant, the amount of FAS pension expense projected for 2016 would be lower or higher by approximately $85 million.<br />

Funding Considerations<br />

We made contributions related to our qualified defined benefit pension plans of $2.0 billion in 2014 and $2.25 billion in<br />

2013 inclusive of amounts in excess of our required contributions. We made $5 million in contributions to our new Sikorsky<br />

bargained qualified defined benefit pension plan in 2015. Funding of our qualified defined benefit pension plans is<br />

determined in a manner consistent with CAS and in accordance with the Employee Retirement Income Security Act of 1974<br />

(ERISA), as amended by the Pension Protection Act of 2006 (PPA). Our goal has been to fund the pension plans to a level of<br />

at least 80%, as determined under the PPA. This ERISA funded status is calculated on a different basis than under GAAP. In<br />

59


July 2012, the U.S. Government passed the Moving Ahead for Progress in the 21st Century Act of 2012 (MAP-21), which<br />

included a provision that changed the methodology for calculating the interest rate assumption used in determining the<br />

minimum funding requirements under the PPA. As a result of MAP-21 there was an increase in the interest rate assumption,<br />

which in turn lowered the minimum funding requirements. The impact of MAP-21 decreased each year and was scheduled to<br />

phase out by 2016. On August 8, 2014, the Highway and Transportation Funding Act of 2014 (HATFA) was enacted; and on<br />

November 2, 2015, the Bipartisan Budget Act of 2015; which extend the methodology put in place by MAP-21 to calculate<br />

the interest rate assumption so that the impact will begin to decrease in 2021 and phase out by 2024. This has the effect of<br />

lowering our minimum funding requirements during the affected periods from what they otherwise would have been had the<br />

legislation not been enacted. The ERISA funded status of our qualified defined benefit pension plans was about 90% and<br />

92% as of December 31, 2015 and 2014. The GAAP funded status of our qualified defined benefit pension plans was about<br />

73% and 76% funded at December 31, 2015 and 2014.<br />

Contributions to our defined benefit pension plans are recovered over time through the pricing of our products and<br />

services on U.S. Government contracts, including FMS, and are recognized in our cost of sales and net sales. CAS govern the<br />

extent to which our pension costs are allocable to and recoverable under contracts with the U.S. Government, including FMS.<br />

We recovered $1.6 billion in 2015 and $1.5 billion in both 2014 and 2013 as CAS pension costs. Effective February 27,<br />

2012, CAS rules were revised to better align the recovery of pension costs, including prepayment credits, on U.S.<br />

Government contracts with the minimum funding requirements of the PPA (referred to as CAS Harmonization). Specifically,<br />

CAS Harmonization shortened the amortization period for allocating gains and losses to U.S. Government contracts from 15<br />

to 10 years and requires the use of an interest rate to determine CAS pension cost consistent with the interest rate used to<br />

determine minimum pension funding requirements under the PPA. While the change in the amortization period was<br />

applicable beginning in 2013, there is a transition period for the impact of the change in the CAS liability measurement due<br />

to the revised interest rate that will be phased in with the full impact occurring in 2017. We expect the incremental impact of<br />

CAS Harmonization will increase successively through 2017, primarily due to the liability measurement transition period<br />

included in the amended rule. The enactment of the HATFA and Bipartisan Budget Act of 2015 also increased the interest<br />

rate assumption used to determine our CAS pension costs, which has the effect of lowering the recovery of pension<br />

contributions during the affected periods as it decreases our CAS pension costs.<br />

Pension cost recoveries under CAS occur in different periods from when pension contributions are made under the PPA.<br />

Amounts contributed in excess of the CAS pension costs recovered under U.S. Government contracts are considered to be<br />

prepayment credits under the CAS rules. As of December 31, 2015, our prepayment credits were approximately $9.0 billion<br />

as compared to $10.8 billion at December 31, 2014. The prepayment balance will increase or decrease based on our actual<br />

investment return on plan assets.<br />

Trends<br />

We do not plan to make contributions to our heritage pension plans in 2016 or 2017 because none are required using<br />

current assumptions, including anticipated investment returns on plan assets. However, we do plan to make contributions of<br />

approximately $25 million in 2016 and about $35 million in 2017 to our new Sikorsky bargained qualified defined benefit<br />

pension plan. We anticipate recovering approximately $2.0 billion of CAS pension cost in 2016 with a higher CAS recovery<br />

projected in 2017. Since the annual amount of CAS cost is more than our planned cash funding in each of these years, we<br />

will recover a portion of the $9.0 billion of prepayment credits existing at December 31, 2015.<br />

We expect our 2016 FAS pension expense to be $1.0 billion, which is comparable to our 2015 FAS pension expense of<br />

$1.1 billion. Also, we expect FAS/CAS pension income in 2016 of about $975 million, as compared to FAS/CAS pension<br />

income of $471 million in 2015, primarily due to higher CAS pension costs due to CAS Harmonization.<br />

Environmental Matters<br />

We are a party to various agreements, proceedings and potential proceedings for environmental cleanup issues, including<br />

matters at various sites where we have been designated a potentially responsible party (PRP). At December 31, 2015 and<br />

2014, the total amount of liabilities recorded on our Balance Sheet for environmental matters was $1.0 billion and<br />

$965 million. We have recorded receivables totaling $858 million and $836 million at December 31, 2015 and 2014 for the<br />

portion of environmental costs that are probable of future recovery in pricing of our products and services for agencies of the<br />

U.S. Government, as discussed below. The amount that is expected to be allocated to our non-U.S. Government contracts or<br />

that is determined to not be recoverable under U.S. Government contracts has been expensed through cost of sales. We<br />

project costs and recovery of costs over approximately 20 years. Our acquisition of Sikorsky included certain environmental<br />

remediation liabilities that are among those recorded on our Balance Sheet, along with the related receivables for probable<br />

future recovery. These amounts did not materially impact our consolidated financial statements.<br />

60


We enter into agreements (e.g., administrative orders, consent decrees) that document the extent and timing of our<br />

environmental remediation obligation. We also are involved in remediation activities at environmental sites where formal<br />

agreements either do not exist or do not quantify the extent and timing of our obligation. Environmental cleanup activities<br />

usually span many years, which makes estimating the costs more judgmental due to, for example, changing remediation<br />

technologies. To determine the costs related to cleanup sites, we have to assess the extent of contamination, effects on natural<br />

resources, the appropriate technology to be used to accomplish the remediation and evolving governmental environmental<br />

standards.<br />

We perform quarterly reviews of environmental remediation sites and record liabilities and receivables in the period it<br />

becomes probable that a liability has been incurred and the amounts can be reasonably estimated (see the discussion under<br />

“Environmental Matters” in “Note 1 – Significant Accounting Policies” and “Note 14 – Legal Proceedings, Commitments<br />

and Contingencies” to our consolidated financial statements). We consider the above factors in our quarterly estimates of the<br />

timing and amount of any future costs that may be required for remediation activities, which results in the calculation of a<br />

range of estimates for a particular environmental site. We do not discount the recorded liabilities, as the amount and timing<br />

of future cash payments are not fixed or cannot be reliably determined. Given the required level of judgment and estimation,<br />

it is likely that materially different amounts could be recorded if different assumptions were used or if circumstances were to<br />

change (e.g., a change in environmental standards or a change in our estimate of the extent of contamination).<br />

On July 1, 2014, a regulation became effective in California setting the maximum level of the contaminant hexavalent<br />

chromium in drinking water at 10 parts per billion (ppb). In May 2014, the California Manufacturers and Technology<br />

Association filed a suit alleging the 10 ppb threshold is lower than is required to protect public health and thus imposes<br />

unjustified costs on the regulated community. We cannot predict the outcome of this suit or whether other challenges may be<br />

advanced by the regulated community or environmental groups which had sought a significantly higher and lower standard,<br />

respectively. If the new standard remains at 10 ppb, it will not have a material impact on our existing remediation costs in<br />

California. In addition, California is reevaluating its existing drinking water standard with respect to a second contaminant,<br />

perchlorate, and the U.S. Environmental Protection Agency (U.S. EPA) is also considering whether to regulate perchlorate<br />

and hexavalent chromium in drinking water. In February 2016, the Natural Resources Defense Council filed suit in federal<br />

court in New York against the U.S. EPA to compel the U.S. EPA to set an enforceable drinking water standard for<br />

perchlorate. If substantially lower standards are adopted, in either California or at the federal level, for perchlorate or, if the<br />

U.S. EPA were to adopt a standard for hexavalent chromium lower than 10 ppb, we expect a material increase in our<br />

estimates for environmental liabilities and the related assets for the portion of the increased costs that are probable of future<br />

recovery in the pricing of our products and services for the U.S. Government. The amount that would be allocable to our non-<br />

U.S. Government contracts or that is determined to not be recoverable under U.S. Government contracts would be expensed,<br />

which may have a material effect on our earnings in any particular interim reporting period.<br />

Under agreements reached with the U.S. Government, most of the amounts we spend for environmental remediation are<br />

allocated to our operations as general and administrative costs. Under existing government regulations, these and other<br />

environmental expenditures relating to our U.S. Government business, after deducting any recoveries received from<br />

insurance or other PRPs, are allowable in establishing prices of our products and services. As a result, most of the<br />

expenditures we incur are included in our net sales and cost of sales according to U.S. Government agreement or regulation,<br />

regardless of the contract form (e.g. cost-reimbursable, fixed-price). We continually evaluate the recoverability of our<br />

environmental receivables by assessing, among other factors, U.S. Government regulations, our U.S. Government business<br />

base and contract mix and our history of receiving reimbursement of such costs.<br />

As disclosed above, we may record changes in the amount of environmental remediation liabilities as a result of our<br />

quarterly reviews of the status of our environmental remediation sites, which would result in a change to the corresponding<br />

environmental receivable and a charge to earnings. For example, if we were to determine that the liabilities should be<br />

increased by $100 million, the corresponding receivables would be increased by approximately $87 million, with the<br />

remainder recorded as a charge to earnings. This allocation is determined annually, based upon our existing and projected<br />

business activities with the U.S. Government.<br />

We reasonably cannot determine the extent of our financial exposure at all environmental sites with which we are<br />

involved. There are a number of former operating facilities we are monitoring or investigating for potential future<br />

remediation. In some cases, although a loss may be probable, it is not possible at this time to reasonably estimate the amount<br />

of any obligation for remediation activities because of uncertainties (e.g., assessing the extent of the contamination). During<br />

any particular quarter, such uncertainties may be resolved, allowing us to estimate and recognize the initial liability to<br />

remediate a particular former operating site. The amount of the liability could be material. Upon recognition of the liability, a<br />

portion will be recognized as a receivable with the remainder charged to earnings which may have a material effect in any<br />

particular interim reporting period.<br />

61


If we are ultimately found to have liability at those sites where we have been designated a PRP, we expect that the actual<br />

costs of remediation will be shared with other liable PRPs. Generally, PRPs that are ultimately determined to be responsible<br />

parties are strictly liable for site cleanup and usually agree among themselves to share, on an allocated basis, the costs and<br />

expenses for investigation and remediation. Under existing environmental laws, responsible parties are jointly and severally<br />

liable and, therefore, we are potentially liable for the full cost of funding such remediation. In the unlikely event that we were<br />

required to fund the entire cost of such remediation, the statutory framework provides that we may pursue rights of cost<br />

recovery or contribution from the other PRPs. The amounts we record do not reflect the fact that we may recover some of the<br />

environmental costs we have incurred through insurance or from other PRPs, which we are required to pursue by agreement<br />

and U.S. Government regulation.<br />

Goodwill<br />

The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their<br />

estimated fair values at the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying<br />

identifiable net assets of acquired businesses.<br />

Our goodwill balances were $13.6 billion and $10.9 billion at December 31, 2015 and 2014. During 2015, our goodwill<br />

balance increased $2.7 billion, primarily as a result of $2.8 billion in preliminary goodwill recorded in connection with the<br />

Sikorsky acquisition. We perform an impairment test of our goodwill at least annually in the fourth quarter or more<br />

frequently whenever events or changes in circumstances indicate the carrying value of goodwill may be impaired. Such<br />

events or changes in circumstances may include a significant deterioration in overall economic conditions, changes in the<br />

business climate of our industry, a decline in our market capitalization, operating performance indicators, competition,<br />

reorganizations of our business, U.S. Government budget restrictions or the disposal of all or a portion of a reporting unit.<br />

Our goodwill has been allocated to and is tested for impairment at a level referred to as the reporting unit, which is our<br />

business segment level or a level below the business segment. The level at which we test goodwill for impairment requires us<br />

to determine whether the operations below the business segment constitute a self-sustaining business for which discrete<br />

financial information is available and segment management regularly reviews the operating results.<br />

We may use both qualitative and quantitative approaches when testing goodwill for impairment. Under the qualitative<br />

approach for selected reporting units we perform a qualitative evaluation of events and circumstances impacting the reporting<br />

unit to determine the likelihood of goodwill impairment. Based on that qualitative evaluation, if we determine it is more<br />

likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary.<br />

Otherwise we perform a quantitative two-step impairment test. For certain reporting units we only perform a quantitative<br />

impairment test.<br />

Under step one of the quantitative two step impairment test, we compare the fair value of a reporting unit to its carrying<br />

value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not<br />

impaired. If the carrying value of a reporting unit exceeds its fair value, we then perform step two of the quantitative<br />

impairment test and compare the implied value of the reporting unit’s goodwill with the carrying value of its goodwill. The<br />

implied value of the reporting unit’s goodwill is calculated by creating a hypothetical balance sheet as if the reporting unit<br />

had just been acquired. This balance sheet contains all assets and liabilities recorded at fair value (including any assumed<br />

intangible assets that may not have any corresponding carrying value in our balance sheet). The implied value of the<br />

reporting unit’s goodwill is calculated by subtracting the fair value of the net assets from the fair value of the reporting unit.<br />

If the carrying value of the reporting unit’s goodwill exceeds the implied value of that goodwill, an impairment loss is<br />

recognized in an amount equal to that excess.<br />

We estimate the fair value of each reporting unit using a combination of a discounted cash flow (DCF) analysis and<br />

market-based valuation methodologies such as comparable public company trading values and values observed in recent<br />

business acquisitions. Determining fair value requires the exercise of significant judgments, including the amount and timing<br />

of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings<br />

multiples and relevant transaction multiples. The cash flows employed in the DCF analyses are based on our best estimate of<br />

future sales, earnings and cash flows after considering factors such as general market conditions, U.S. Government budgets,<br />

existing firm orders, expected future orders, contracts with suppliers, labor agreements, changes in working capital, long term<br />

business plans and recent operating performance. The discount rates utilized in the DCF analysis are based on the respective<br />

reporting unit’s weighted average cost of capital, which takes into account the relative weights of each component of capital<br />

structure (equity and debt) and represents the expected cost of new capital, adjusted as appropriate to consider the risk<br />

inherent in future cash flows of the respective reporting unit.<br />

62


The carrying value of each reporting unit includes the assets and liabilities employed in its operations, goodwill and<br />

allocations of amounts held at the business segment and corporate levels. Corporate allocations include our postretirement<br />

benefit plans liabilities, as determined in accordance with CAS, in order to align the basis of the carrying values with the<br />

determination of the fair values of our reporting units, which are measured using CAS pension cost. CAS pension cost is<br />

recovered through the pricing of our products and services on U.S. Government contracts and, therefore, affects the fair value<br />

of each reporting unit. The amount of CAS pension liability allocated to each reporting unit is significantly influenced by a<br />

number of factors, including the discount rate used to estimate the obligation. On August 8, 2014, the HATFA, and on<br />

November 2, 2015, the Bipartisan Budget Act of 2015 was enacted, which extended the pension interest rate relief of the<br />

prior MAP-21. As a result, the interest rate used to calculate CAS pension costs recovered under our contracts with the U.S.<br />

Government increased with the resulting effect of decreasing the amount of CAS pension liability allocated to each reporting<br />

unit, contributing to an increase in the carrying value of each reporting unit.<br />

In the fourth quarter of 2015, we performed our annual goodwill impairment test for each of our reporting units. In<br />

connection with our fourth quarter 2015 program realignment, goodwill was reallocated between affected reporting units on a<br />

relative fair value basis. We performed goodwill impairment tests prior and subsequent to the realignment. The results of our<br />

2015 annual impairment tests of goodwill indicated that no impairment existed.<br />

In the fourth quarter of 2014, we performed our annual goodwill impairment test for each of our reporting units. The<br />

results of these tests indicated that the estimated fair values of our reporting units exceeded their carrying values, with the<br />

exception of our Technical Services reporting unit within our IS&GS business segment. Technical Services, for which we<br />

recorded a $195 million goodwill impairment in 2013, experienced further declines in fair value during 2014. Technical<br />

Services which typically has smaller customer contracts of a shorter duration, has been adversely impacted by market<br />

pressures such as lower in-theater support as troop levels are drawn down and increased re-competition on existing contracts<br />

that are awarded primarily on the basis of price. As a result, we compared the implied value of that reporting unit’s goodwill<br />

with the carrying value of its goodwill, and since the carrying value exceeded the implied value, we recorded a non-cash<br />

impairment charge of $119 million in the fourth quarter of 2014 equal to that differential.<br />

As a result of the 2014 annual goodwill impairment test, our Civil reporting unit was considered at risk of future<br />

goodwill impairment due to market factors and because the fair value of the Civil reporting unit exceeded its carrying value<br />

by a margin of approximately 15%. The results of our 2015 annual goodwill impairment test indicated that our Civil<br />

reporting unit’s fair value was no longer considered at risk of future goodwill impairment due to an increase in assessed fair<br />

value.<br />

Impairment assessments inherently involve management judgments regarding a number of assumptions such as those<br />

described above. Due to the many variables inherent in the estimation of a reporting unit’s fair value and the relative size of<br />

our recorded goodwill, differences in assumptions could have a material effect on the estimated fair value of one or more of<br />

our reporting units and could result in a goodwill impairment charge in a future period.<br />

Intangible Assets<br />

Intangible assets from acquired businesses are recognized at their estimated fair values at the date of acquisition and<br />

consist of customer programs, trademarks, customer relationships, technology and other intangible assets. Customer<br />

programs include values assigned to major programs of acquired businesses and represent the aggregate value associated<br />

with the customer relationships, contracts, technology and trademarks underlying the associated program. Acquired<br />

intangibles deemed to have indefinite lives are not amortized, but are subject to annual impairment testing. This testing<br />

compares carrying value to fair value and, when appropriate, the carrying value of these assets is reduced to fair value.<br />

Finite-lived intangibles are amortized to expense over the applicable useful lives, ranging from three to twenty years, based<br />

on the nature of the asset and the underlying pattern of economic benefit as reflected by future net cash inflows.<br />

Recent Accounting Pronouncements<br />

In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard that will change the way we<br />

recognize revenue and significantly expand the disclosure requirements for revenue arrangements. On July 9, 2015, the<br />

FASB approved a one-year deferral of the effective date of the standard to 2018 for public companies, with an option that<br />

would permit companies to adopt the standard in 2017. Early adoption prior to 2017 is not permitted. The new standard may<br />

be adopted either retrospectively or on a modified retrospective basis whereby the new standard would be applied to new<br />

contracts and existing contracts with remaining performance obligations as of the effective date, with a cumulative catch-up<br />

adjustment recorded to beginning retained earnings at the effective date for existing contracts with remaining performance<br />

63


obligations. In addition, the FASB is contemplating making additional changes to certain elements of the new standard. We<br />

are currently evaluating the methods of adoption allowed by the new standard and the effect the standard is expected to have<br />

on our consolidated financial statements and related disclosures. As the new standard will supersede substantially all existing<br />

revenue guidance affecting us under GAAP, it could impact revenue and cost recognition on thousands of contracts across all<br />

our business segments, in addition to our business processes and our information technology systems. As a result, our<br />

evaluation of the effect of the new standard will extend over future periods.<br />

In September 2015, the FASB issued a new standard that simplifies the accounting for adjustments made to preliminary<br />

amounts recognized in a business combination by eliminating the requirement to retrospectively account for those<br />

adjustments. Instead, adjustments will be recognized in the period in which the adjustments are determined, including the<br />

effect on earnings of any amounts that would have been recorded in previous periods if the accounting had been completed at<br />

the acquisition date. We adopted the standard on January 1, 2016 and will prospectively apply the standard to business<br />

combination adjustments identified after the date of adoption.<br />

In November 2015, the FASB issued a new standard that simplifies the presentation of deferred income taxes and<br />

requires that deferred tax assets and liabilities, as well as any related valuation allowance, be classified as noncurrent in our<br />

consolidated balance sheets. The standard is effective January 1, 2017, with early adoption permitted. The standard may be<br />

applied either prospectively from the date of adoption or retrospectively to all prior periods presented. We are currently<br />

evaluating when we will adopt the standard and the method of adoption.<br />

ITEM 7A.<br />

Quantitative and Qualitative Disclosures About Market Risk.<br />

We maintain active relationships with a broad and diverse group of U.S. and international financial institutions. We<br />

believe that they provide us with sufficient access to the general and trade credit we require to conduct our business. We<br />

continue to closely monitor the financial market environment and actively manage counterparty exposure to minimize the<br />

potential impact from adverse developments with any single credit provider while ensuring availability of, and access to,<br />

sufficient credit resources.<br />

Our main exposure to market risk relates to interest rates, foreign currency exchange rates and market prices on certain<br />

equity securities. Our financial instruments that are subject to interest rate risk principally include fixed-rate long-term debt.<br />

The estimated fair value of our outstanding debt was $16.5 billion at December 31, 2015 and the outstanding principal<br />

amount was $16.2 billion, excluding unamortized discounts and deferred financing costs of $1.0 billion. A 10% change in the<br />

level of interest rates would not have a material impact on the fair value of our outstanding debt at December 31, 2015.<br />

We use derivative instruments principally to reduce our exposure to market risks from changes in foreign currency<br />

exchange rates and interest rates. We do not enter into or hold derivative instruments for speculative trading purposes. We<br />

transact business globally and are subject to risks associated with changing foreign currency exchange rates. We enter into<br />

foreign currency hedges such as forward and option contracts that change in value as foreign currency exchange rates<br />

change. Our most significant foreign currency exposures relate to the British Pound Sterling and the Canadian Dollar. These<br />

contracts hedge forecasted foreign currency transactions in order to mitigate fluctuations in our earnings and cash flows<br />

associated with changes in foreign currency exchange rates. We designate foreign currency hedges as cash flow hedges. We<br />

also are exposed to the impact of interest rate changes primarily through our borrowing activities. For fixed rate borrowings,<br />

we may use variable interest rate swaps, effectively converting fixed rate borrowings to variable rate borrowings indexed to<br />

LIBOR in order to reduce the amount of interest paid. These swaps are designated as fair value hedges. For variable rate<br />

borrowings, we may use fixed interest rate swaps, effectively converting variable rate borrowings to fixed rate borrowings in<br />

order to mitigate the impact of interest rate changes on earnings. These swaps are designated as cash flow hedges. We also<br />

may enter into derivative instruments that are not designated as hedges and do not qualify for hedge accounting, which are<br />

intended to mitigate certain economic exposures.<br />

The classification of gains and losses resulting from changes in the fair values of derivatives is dependent on our<br />

intended use of the derivative and its resulting designation. Adjustments to reflect changes in fair values of derivatives<br />

attributable to the effective portion of hedges are either reflected in earnings and largely offset by corresponding adjustments<br />

to the hedged items or reflected net of income taxes in accumulated other comprehensive loss until the hedged transaction is<br />

recognized in earnings. Changes in the fair value of the derivatives that are attributable to the ineffective portion of the<br />

hedges, or of derivatives that are not considered to be highly effective hedges, if any, are immediately recognized in earnings.<br />

The aggregate notional amount of our outstanding interest rate swaps at December 31, 2015 and 2014 was $1.5 billion and<br />

$1.3 billion. The aggregate notional amount of our outstanding foreign currency hedges at December 31, 2015 and 2014 was<br />

$4.1 billion and $804 million. At December 31, 2015 and 2014, the net fair value of our derivative instruments was not<br />

64


material (Note 15). A 10% appreciation or devaluation of the hedged currency as compared to the level of foreign exchange<br />

rates for currencies under contract at December 31, 2015 would not have a material impact on the aggregate net fair value of<br />

such contracts or our consolidated financial statements.<br />

We evaluate the credit quality of potential counterparties to derivative transactions and only enter into agreements with<br />

those deemed to have acceptable credit risk at the time the agreements are executed. Our foreign currency exchange hedge<br />

portfolio is diversified across several banks. We periodically monitor changes to counterparty credit quality as well as our<br />

concentration of credit exposure to individual counterparties. We do not hold or issue derivative financial instruments for<br />

trading or speculative purposes.<br />

We maintain a separate trust that includes investments to fund certain of our non-qualified deferred compensation plans.<br />

As of December 31, 2015, investments in the trust totaled $1.1 billion and are reflected at fair value on our Balance Sheet in<br />

other noncurrent assets. The trust holds investments in marketable equity securities and fixed-income securities that are<br />

exposed to price changes and changes in interest rates. A portion of the liabilities associated with the deferred compensation<br />

plans supported by the trust is also impacted by changes in the market price of our common stock and certain market indices.<br />

Changes in the value of the liabilities have the effect of partially offsetting the impact of changes in the value of the trust.<br />

Both the change in the fair value of the trust and the change in the value of the liabilities are recognized on our Statements of<br />

Earnings in other unallocated, net and were not material for the year ended December 31, 2015.<br />

65


ITEM 8.<br />

Financial Statements and Supplementary Data.<br />

Board of Directors and Stockholders<br />

Lockheed Martin Corporation<br />

Report of Ernst & Young LLP,<br />

Independent Registered Public Accounting Firm,<br />

on the Audited Consolidated Financial Statements<br />

We have audited the accompanying consolidated balance sheets of Lockheed Martin Corporation as of December 31,<br />

2015 and 2014, and the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash<br />

flows for each of the three years in the period ended December 31, 2015. These financial statements are the responsibility of<br />

the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.<br />

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United<br />

States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the<br />

financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the<br />

amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and<br />

significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that<br />

our audits provide a reasonable basis for our opinion.<br />

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated<br />

financial position of Lockheed Martin Corporation at December 31, 2015 and 2014, and the consolidated results of its<br />

operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S.<br />

generally accepted accounting principles.<br />

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United<br />

States), Lockheed Martin Corporation’s internal control over financial reporting as of December 31, 2015, based on criteria<br />

established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the<br />

Treadway Commission (2013 framework) and our report dated February 24, 2016 expressed an unqualified opinion thereon.<br />

McLean, Virginia<br />

February 24, 2016<br />

66


Lockheed Martin Corporation<br />

Consolidated Statements of Earnings<br />

(in millions, except per share data)<br />

Years Ended December 31,<br />

2015 2014 2013<br />

Net sales<br />

Products $ 35,882 $ 36,093 $ 35,691<br />

Services 10,250 9,507 9,667<br />

Total net sales 46,132 45,600 45,358<br />

Cost of sales<br />

Products (32,006) (31,965) (31,346)<br />

Services (9,011) (8,393) (8,588)<br />

Goodwill impairment charges — (119) (195)<br />

Severance charges (102) — (201)<br />

Other unallocated, net 187 132 (841)<br />

Total cost of sales (40,932) (40,345) (41,171)<br />

Gross profit 5,200 5,255 4,187<br />

Other income, net 236 337 318<br />

Operating profit 5,436 5,592 4,505<br />

Interest expense (443) (340) (350)<br />

Other non-operating income, net 30 6 —<br />

Earnings from continuing operations before income taxes 5,023 5,258 4,155<br />

Income tax expense (1,418) (1,644) (1,205)<br />

Net earnings from continuing operations 3,605 3,614 2,950<br />

Net earnings from discontinued operations — — 31<br />

Net earnings $ 3,605 $ 3,614 $ 2,981<br />

Earnings per common share<br />

Basic<br />

Continuing operations $ 11.62 $ 11.41 $ 9.19<br />

Discontinued operations — — .10<br />

Basic earnings per common share $ 11.62 $ 11.41 $ 9.29<br />

Diluted<br />

Continuing operations $ 11.46 $ 11.21 $ 9.04<br />

Discontinued operations — — .09<br />

Diluted earnings per common share $ 11.46 $ 11.21 $ 9.13<br />

The accompanying notes are an integral part of these consolidated financial statements.<br />

67


Lockheed Martin Corporation<br />

Consolidated Statements of Comprehensive Income<br />

(in millions)<br />

Years Ended December 31,<br />

2015 2014 2013<br />

Net earnings $ 3,605 $ 3,614 $2,981<br />

Other comprehensive income (loss), net of tax<br />

Postretirement benefit plans<br />

Net other comprehensive (loss) income recognized during the period,<br />

net of tax benefit (expense) of $0.2 billion in 2015, $1.5 billion in<br />

2014 and $(1.6) billion in 2013 (351) (2,870) 2,868<br />

Amounts reclassified from accumulated other comprehensive loss, net of<br />

tax expense of $464 million in 2015, $386 million in 2014 and<br />

$555 million in 2013 850 706 1,015<br />

Other, net (73) (105) 9<br />

Other comprehensive income (loss), net of tax 426 (2,269) 3,892<br />

Comprehensive income $ 4,031 $ 1,345 $6,873<br />

The accompanying notes are an integral part of these consolidated financial statements.<br />

68


Lockheed Martin Corporation<br />

Consolidated Balance Sheets<br />

(in millions, except par value)<br />

December 31,<br />

2015 2014<br />

Assets<br />

Current assets<br />

Cash and cash equivalents $ 1,090 $ 1,446<br />

Receivables, net 8,061 5,877<br />

Inventories, net 4,962 2,804<br />

Deferred income taxes 1,463 1,451<br />

Other current assets 622 744<br />

Total current assets 16,198 12,322<br />

Property, plant and equipment, net 5,490 4,751<br />

Goodwill 13,576 10,862<br />

Intangible assets 4,147 324<br />

Deferred income taxes 4,470 4,013<br />

Other noncurrent assets 5,247 4,774<br />

Total assets $ 49,128 $ 37,046<br />

Liabilities and stockholders’ equity<br />

Current liabilities<br />

Accounts payable $ 1,974 $ 1,562<br />

Customer advances and amounts in excess of costs incurred 6,988 5,775<br />

Salaries, benefits and payroll taxes 1,916 1,824<br />

Current maturities of long-term debt 956 —<br />

Other current liabilities 2,223 1,951<br />

Total current liabilities 14,057 11,112<br />

Accrued pension liabilities 11,807 11,413<br />

Other postretirement benefit liabilities 1,070 1,102<br />

Long-term debt, net 14,305 6,142<br />

Other noncurrent liabilities 4,792 3,877<br />

Total liabilities 46,031 33,646<br />

Stockholders’ equity<br />

Common stock, $1 par value per share 303 314<br />

Additional paid-in capital — —<br />

Retained earnings 14,238 14,956<br />

Accumulated other comprehensive loss (11,444) (11,870)<br />

Total stockholders’ equity 3,097 3,400<br />

Total liabilities and stockholders’ equity $ 49,128 $ 37,046<br />

The accompanying notes are an integral part of these consolidated financial statements.<br />

69


Lockheed Martin Corporation<br />

Consolidated Statements of Cash Flows<br />

(in millions)<br />

Years Ended December 31,<br />

2015 2014 2013<br />

Operating activities<br />

Net earnings $ 3,605 $ 3,614 $ 2,981<br />

Adjustments to reconcile net earnings to net cash provided by<br />

operating activities<br />

Depreciation and amortization 1,026 994 990<br />

Stock-based compensation 138 164 189<br />

Deferred income taxes (445) (401) (5)<br />

Goodwill impairment charges — 119 195<br />

Severance charges 102 — 201<br />

Changes in assets and liabilities<br />

Receivables, net (256) 28 767<br />

Inventories, net (398) 77 (60)<br />

Accounts payable (160) 95 (647)<br />

Customer advances and amounts in excess of costs incurred (32) (572) (158)<br />

Postretirement benefit plans 1,068 (880) (375)<br />

Income taxes (48) 351 364<br />

Other, net 501 277 104<br />

Net cash provided by operating activities 5,101 3,866 4,546<br />

Investing activities<br />

Capital expenditures (939) (845) (836)<br />

Acquisitions of businesses and investments in affiliates (9,003) (898) (269)<br />

Other, net 208 20 (16)<br />

Net cash used for investing activities (9,734) (1,723) (1,121)<br />

Financing activities<br />

Repurchases of common stock (3,071) (1,900) (1,762)<br />

Proceeds from stock option exercises 174 308 827<br />

Dividends paid (1,932) (1,760) (1,540)<br />

Proceeds from the issuance of long-term debt 9,101 — —<br />

Repayments of long-term debt — — (150)<br />

Proceeds from borrowings under revolving credit facilities 6,000 — —<br />

Repayments of borrowings under revolving credit facilities (6,000) — —<br />

Other, net 5 38 (81)<br />

Net cash provided by (used for) financing activities 4,277 (3,314) (2,706)<br />

Net change in cash and cash equivalents (356) (1,171) 719<br />

Cash and cash equivalents at beginning of year 1,446 2,617 1,898<br />

Cash and cash equivalents at end of year $ 1,090 $ 1,446 $ 2,617<br />

The accompanying notes are an integral part of these consolidated financial statements.<br />

70


Lockheed Martin Corporation<br />

Consolidated Statements of Stockholders’ Equity<br />

(in millions, except per share data)<br />

Common<br />

Stock<br />

Additional<br />

Paid-In<br />

Capital<br />

Retained<br />

Earnings<br />

Accumulated<br />

Other<br />

Comprehensive<br />

Loss<br />

Total<br />

Stockholders’<br />

Equity<br />

Balance at December 31, 2012 $321 $ — $13,211 $(13,493) $ 39<br />

Net earnings — — 2,981 — 2,981<br />

Other comprehensive income, net of tax — — — 3,892 3,892<br />

Repurchases of common stock (16) (1,294) (434) — (1,744)<br />

Dividends declared ($4.78 per share) — — (1,558) — (1,558)<br />

Stock-based awards and ESOP activity 14 1,294 — — 1,308<br />

Balance at December 31, 2013 319 — 14,200 (9,601) 4,918<br />

Net earnings — — 3,614 — 3,614<br />

Other comprehensive income, net of tax — — — (2,269) (2,269)<br />

Repurchases of common stock (12) (792) (1,096) — (1,900)<br />

Dividends declared ($5.49 per share) — — (1,762) — (1,762)<br />

Stock-based awards and ESOP activity 7 792 — — 799<br />

Balance at December 31, 2014 314 — 14,956 (11,870) 3,400<br />

Net earnings — — 3,605 — 3,605<br />

Other comprehensive income, net of tax — — — 426 426<br />

Repurchases of common stock (15) (656) (2,400) — (3,071)<br />

Dividends declared ($6.15 per share) — — (1,923) — (1,923)<br />

Stock-based awards and ESOP activity 4 656 — — 660<br />

Balance at December 31, 2015 $303 $ — $14,238 $(11,444) $ 3,097<br />

The accompanying notes are an integral part of these consolidated financial statements.<br />

71


Note 1 – Significant Accounting Policies<br />

Lockheed Martin Corporation<br />

Notes to Consolidated Financial Statements<br />

Organization – We are a global security and aerospace company principally engaged in the research, design,<br />

development, manufacture, integration and sustainment of advanced technology systems, products and services. We also<br />

provide a broad range of management, engineering, technical, scientific, logistics and information services. We serve both<br />

U.S. and international customers with products and services that have defense, civil and commercial applications, with our<br />

principal customers being agencies of the U.S. Government.<br />

Basis of presentation – Our consolidated financial statements include the accounts of subsidiaries we control and<br />

variable interest entities if we are the primary beneficiary. We eliminate intercompany balances and transactions in<br />

consolidation. Our receivables, inventories, customer advances and amounts in excess of costs incurred and certain amounts<br />

in other current liabilities primarily are attributable to long-term contracts or programs in progress for which the related<br />

operating cycles are longer than one year. In accordance with industry practice, we include these items in current assets and<br />

current liabilities. Unless otherwise noted, we present all per share amounts cited in these consolidated financial statements<br />

on a “per diluted share” basis. Certain prior period amounts have been reclassified to conform with current year presentation.<br />

On November 6, 2015, we completed the acquisition of Sikorsky Aircraft Corporation (Sikorsky) for $9.0 billion, net of<br />

cash acquired. Sikorsky, a global company primarily engaged in the design, manufacture, service and support of military and<br />

commercial helicopters, has become a wholly-owned subsidiary of ours, aligned under our MST business segment. The<br />

financial results of the acquired Sikorsky business have been included in our consolidated results of operations from the<br />

November 6, 2015 acquisition date through December 31, 2015. Accordingly, the consolidated financial results for the year<br />

ended December 31, 2015 do not reflect a full year of Sikorsky operations.<br />

During the fourth quarter of 2015, we realigned certain programs between our business segments in connection with the<br />

strategic review of our government informational technology (IT) and technical services businesses. The amounts, discussion<br />

and presentation of our business segments as set forth in all years presented in our consolidated financial statements have<br />

been reclassified from prior year presentation to reflect the realignment. The realignment did not impact the Corporation’s<br />

previously reported consolidated financial statements. See “Note 5 – Information on Business Segments” for additional<br />

information including revised historical segment results under our new structure.<br />

On January 26, 2016 we entered into definitive agreements to separate and combine our Information Systems & Global<br />

Solutions (IS&GS) business segment with Leidos Holdings, Inc. (Leidos) in a tax-efficient Reverse Morris Trust transaction.<br />

Subsequent to the program realignment described above, our IS&GS business segment represents the government IT and<br />

technical services businesses that were under strategic review. The transaction is expected to close in the third or fourth<br />

quarter of 2016. Until closing, IS&GS will operate as a business segment and financial results for the IS&GS business<br />

segment will be reported in our continuing operations. See “Note 3 – Acquisitions and Divestitures” for additional<br />

information about the planned divestiture of our IS&GS business segment.<br />

Use of estimates – We prepare our consolidated financial statements in conformity with U.S. generally accepted<br />

accounting principles (GAAP). In doing so, we are required to make estimates and assumptions that affect the amounts<br />

reported in the consolidated financial statements and accompanying notes. We base these estimates on historical experience<br />

and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis<br />

for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources.<br />

Our actual results may differ materially from these estimates. Significant estimates inherent in the preparation of our<br />

consolidated financial statements include, but are not limited to, accounting for sales and cost recognition, postretirement<br />

benefit plans, environmental receivables and liabilities, evaluation of goodwill and other assets for impairment, income taxes<br />

including deferred tax assets, fair value measurements and contingencies.<br />

Sales and earnings – We record net sales and estimated profits for substantially all of our contracts using the<br />

percentage-of-completion method for cost-reimbursable and fixed-price contracts for products and services with the U.S.<br />

Government. Sales are recorded on all time-and-materials contracts as the work is performed based on agreed-upon hourly<br />

rates and allowable costs. We account for our services contracts with non-U.S. Government customers using the services<br />

method of accounting. We classify net sales as products or services on our Statements of Earnings based on the attributes of<br />

the underlying contracts.<br />

72


Percentage-of-Completion Method – The percentage-of-completion method for product contracts depends on the nature<br />

of the products provided under the contract. For example, for contracts that require us to perform a significant level of<br />

development effort in comparison to the total value of the contract and/or to deliver minimal quantities, sales are recorded<br />

using the cost-to-cost method to measure progress toward completion. Under the cost-to-cost method of accounting, we<br />

recognize sales and an estimated profit as costs are incurred based on the proportion that the incurred costs bear to total<br />

estimated costs. For contracts that require us to provide a substantial number of similar items without a significant level of<br />

development, we record sales and an estimated profit on a percentage-of-completion basis using units-of-delivery as the basis<br />

to measure progress toward completing the contract. For contracts to provide services to the U.S. Government, sales are<br />

generally recorded using the cost-to-cost method.<br />

Award and incentive fees, as well as penalties related to contract performance, are considered in estimating sales and<br />

profit rates on contracts accounted for under the percentage-of-completion method. Estimates of award fees are based on past<br />

experience and anticipated performance. We record incentives or penalties when there is sufficient information to assess<br />

anticipated contract performance. Incentive provisions that increase or decrease earnings based solely on a single significant<br />

event are not recognized until the event occurs.<br />

Accounting for contracts using the percentage-of-completion method requires judgment relative to assessing risks,<br />

estimating contract sales and costs (including estimating award and incentive fees and penalties related to performance) and<br />

making assumptions for schedule and technical issues. Due to the number of years it may take to complete many of our<br />

contracts and the scope and nature of the work required to be performed on those contracts, the estimation of total sales and<br />

costs at completion is complicated and subject to many variables and, accordingly, is subject to change. When adjustments in<br />

estimated total contract sales or estimated total costs are required, any changes from prior estimates are recognized in the<br />

current period for the inception-to-date effect of such changes. When estimates of total costs to be incurred on a contract<br />

exceed estimates of total sales to be earned, a provision for the entire loss on the contract is recorded in the period in which<br />

the loss is determined.<br />

Many of our contracts span several years and include highly complex technical requirements. At the outset of a contract,<br />

we identify and monitor risks to the achievement of the technical, schedule and cost aspects of the contract and assess the<br />

effects of those risks on our estimates of total costs to complete the contract. The estimates consider the technical<br />

requirements (e.g., a newly-developed product versus a mature product), the schedule and associated tasks (e.g., the number<br />

and type of milestone events) and costs (e.g., material, labor, subcontractor, overhead and the estimated costs to fulfill our<br />

industrial cooperation agreements, sometimes referred to as offset agreements, required under certain contracts with<br />

international customers). The initial profit booking rate of each contract considers risks surrounding the ability to achieve the<br />

technical requirements, schedule and costs in the initial estimated total costs to complete the contract. Profit booking rates<br />

may increase during the performance of the contract if we successfully retire risks surrounding the technical, schedule and<br />

cost aspects of the contract which decreases the estimated total costs to complete the contract. Conversely, our profit booking<br />

rates may decrease if the estimated total costs to complete the contract increase. All of the estimates are subject to change<br />

during the performance of the contract and may affect the profit booking rate.<br />

In addition, comparability of our business segment sales, operating profit and operating margins may be impacted by<br />

changes in profit booking rates on our contracts accounted for using the percentage-of-completion method of accounting.<br />

Increases in the profit booking rates, typically referred to as risk retirements, usually relate to revisions in the estimated total<br />

costs that reflect improved conditions on a particular contract. Conversely, conditions on a particular contract may deteriorate<br />

resulting in an increase in the estimated total costs to complete and a reduction in the profit booking rate. Increases or<br />

decreases in profit booking rates are recognized in the current period and reflect the inception-to-date effect of such changes.<br />

Segment operating profit and margins may also be impacted favorably or unfavorably by other items. Favorable items may<br />

include the positive resolution of contractual matters, cost recoveries on restructuring charges, insurance recoveries and gains<br />

on sales of assets. Unfavorable items may include the adverse resolution of contractual matters; restructuring charges, except<br />

for significant severance actions (such as those mentioned below in Note 15) which are excluded from segment operating<br />

results; reserves for disputes; asset impairments; and losses on sales of assets. Segment operating profit and items such as<br />

risk retirements, reductions of profit booking rates or other matters are presented net of state income taxes.<br />

Our consolidated net adjustments not related to volume, including net profit booking rate adjustments and other matters,<br />

net of state income taxes, increased segment operating profit, by approximately $1.9 billion in 2015, $1.8 billion in 2014 and<br />

$2.1 billion in 2013. These adjustments increased net earnings by approximately $1.2 billion ($3.87 per share) in 2015,<br />

$1.1 billion ($3.55 per share) in 2014 and $1.3 billion ($4.09 per share) in 2013.<br />

Services Method – For cost-reimbursable contracts for services to non-U.S. Government customers, we record net sales<br />

as services are performed, except for award and incentive fees. Award and incentive fees are recorded when they are fixed or<br />

73


determinable, generally at the date the amount is communicated to us by the customer. This approach results in the<br />

recognition of such fees at contractual intervals (typically every six months) throughout the contract and is dependent on the<br />

customer’s processes for notification of awards and issuance of formal notifications. Under fixed-price service contracts, we<br />

are paid a predetermined fixed amount for a specified scope of work and generally have full responsibility for the costs<br />

associated with the contract and the resulting profit or loss. We record net sales under fixed-price service contracts with non-<br />

U.S. Government customers on a straight-line basis over the period of contract performance, unless evidence suggests that<br />

net sales are earned or the obligations are fulfilled in a different pattern. Costs for all service contracts are expensed as<br />

incurred.<br />

Research and development and similar costs – Except for certain arrangements described below, we account for<br />

independent research and development costs as part of the general and administrative costs that are allocated among all of<br />

our contracts and programs in progress under U.S. Government contractual arrangements and charged to cost of sales. Under<br />

certain arrangements in which a customer shares in product development costs, our portion of unreimbursed costs is<br />

expensed as incurred in cost of sales. Independent research and development costs charged to cost of sales totaled<br />

$839 million in 2015, $751 million in 2014 and $697 million in 2013. Costs we incur under customer-sponsored research and<br />

development programs pursuant to contracts are included in net sales and cost of sales.<br />

Stock-based compensation – Compensation cost related to all share-based payments is measured at the grant date based<br />

on the estimated fair value of the award. We generally recognize the compensation cost ratably over a three-year vesting<br />

period.<br />

Income taxes – We calculate our provision for income taxes using the asset and liability method, under which deferred<br />

tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences that exist<br />

between the financial statement carrying amount of assets and liabilities and their respective tax bases, as well as from<br />

operating loss and tax credit carry-forwards. We measure deferred tax assets and liabilities using enacted tax rates that will<br />

apply in the years in which we expect the temporary differences to be recovered or paid.<br />

We periodically assess our tax filing exposures related to periods that are open to examination. Based on the latest<br />

available information, we evaluate our tax positions to determine whether the position will more-likely-than-not be sustained<br />

upon examination by the Internal Revenue Service (IRS) or other taxing authorities. If we cannot reach a more-likely-thannot<br />

determination, no benefit is recorded. If we determine that the tax position is more-likely-than-not to be sustained, we<br />

record the largest amount of benefit that is more-likely-than-not to be realized when the tax position is settled. We record<br />

interest and penalties related to income taxes as a component of income tax expense on our Statements of Earnings. Interest<br />

and penalties were not material.<br />

Cash and cash equivalents – Cash equivalents include highly liquid instruments with original maturities of 90 days or<br />

less.<br />

Receivables – Receivables include amounts billed and currently due from customers and unbilled costs and accrued<br />

profits primarily related to sales on long-term contracts that have been recognized but not yet billed to customers. Pursuant to<br />

contract provisions, agencies of the U.S. Government and certain other customers have title to, or a security interest in, assets<br />

related to such contracts as a result of advances, performance-based payments and progress payments. We reflect those<br />

advances and payments as an offset to the related receivables balance for contracts that we account for on a percentage-ofcompletion<br />

basis using the cost-to-cost method to measure progress towards completion.<br />

Inventories – We record inventories at the lower of cost or estimated net realizable value. Costs on long-term contracts<br />

and programs in progress represent recoverable costs incurred for production or contract-specific facilities and equipment,<br />

allocable operating overhead, advances to suppliers and, in the case of contracts with the U.S. Government and substantially<br />

all other governments, research and development and general and administrative expenses. Pursuant to contract provisions,<br />

agencies of the U.S. Government and certain other customers have title to, or a security interest in, inventories related to such<br />

contracts as a result of advances, performance-based payments and progress payments. We reflect those advances and<br />

payments as an offset against the related inventory balances for contracts that we account for on a percentage-of-completion<br />

basis using units-of-delivery as the basis to measure progress toward completing the contract. We determine the costs of<br />

other product and supply inventories by the first-in first-out or average cost methods.<br />

Property, plant and equipment – We record property, plant and equipment at cost. We provide for depreciation and<br />

amortization on plant and equipment generally using accelerated methods during the first half of the estimated useful lives of<br />

the assets and the straight-line method thereafter. The estimated useful lives of our plant and equipment generally range from<br />

74


10 to 40 years for buildings and five to 15 years for machinery and equipment. No depreciation expense is recorded on<br />

construction in progress until such assets are placed into operation. Depreciation expense related to plant and equipment was<br />

$738 million in 2015, $739 million in 2014 and $714 million in 2013.<br />

We review the carrying amounts of long-lived assets for impairment if events or changes in the facts and circumstances<br />

indicate that their carrying amounts may not be recoverable. We assess impairment by comparing the estimated undiscounted<br />

future cash flows of the related asset grouping to its carrying amount. If an asset is determined to be impaired, we recognize<br />

an impairment charge in the current period for the difference between the fair value of the asset and its carrying amount.<br />

Capitalized software – We capitalize certain costs associated with the development or purchase of internal-use<br />

software. The amounts capitalized are included in other noncurrent assets on our Balance Sheets and are amortized on a<br />

straight-line basis over the estimated useful life of the resulting software, which ranges from two to six years. As of<br />

December 31, 2015 and 2014, capitalized software totaled $481 million and $547 million, net of accumulated amortization of<br />

$1.9 billion and $1.8 billion. No amortization expense is recorded until the software is ready for its intended use.<br />

Amortization expense related to capitalized software was $172 million in 2015, $206 million in 2014 and $228 million in<br />

2013.<br />

Goodwill – The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at<br />

their estimated fair values at the date of acquisition. Goodwill represents costs in excess of fair values assigned to the<br />

underlying identifiable net assets of acquired businesses.<br />

We perform an impairment test of our goodwill at least annually in the fourth quarter and more frequently whenever<br />

certain events or changes in circumstances indicate the carrying value of goodwill may be impaired. Such events or changes<br />

in circumstances may include a significant deterioration in overall economic conditions, changes in the business climate of<br />

our industry, a decline in our market capitalization, operating performance indicators, competition, reorganizations of our<br />

business or the disposal of all or a portion of a reporting unit. Our goodwill has been allocated to and is tested for impairment<br />

at a level referred to as the reporting unit, which is our business segment level or a level below the business segment. The<br />

level at which we test goodwill for impairment requires us to determine whether the operations below the business segment<br />

constitute a business for which discrete financial information is available and segment management regularly reviews the<br />

operating results.<br />

We may use both qualitative and quantitative approaches when testing goodwill for impairment. Under the qualitative<br />

approach, for selected reporting units we perform a qualitative evaluation of events and circumstances impacting the<br />

reporting unit to determine the likelihood of goodwill impairment. Based on that qualitative evaluation, if we determine it is<br />

more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary.<br />

Otherwise, we perform a quantitative two-step impairment test. For certain reporting units we only perform a quantitative<br />

impairment test.<br />

Under step one of the quantitative impairment test, we compare the fair value of each reporting unit to its carrying value,<br />

including goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not<br />

impaired. If the carrying value of a reporting unit exceeds its fair value, we then perform step two of the quantitative<br />

impairment test and compare the implied value of the reporting unit’s goodwill with the carrying value of its goodwill. The<br />

implied value of the reporting unit’s goodwill is calculated by creating a hypothetical balance sheet as if the reporting unit<br />

had just been acquired. This balance sheet contains all assets and liabilities recorded at fair value (including any intangible<br />

assets that may not have any corresponding carrying value in our balance sheet). The implied value of the reporting unit’s<br />

goodwill is calculated by subtracting the fair value of the net assets from the fair value of the reporting unit. If the carrying<br />

value of the reporting unit’s goodwill exceeds the implied value of that goodwill, an impairment loss is recognized in an<br />

amount equal to that excess.<br />

We estimate the fair value of each reporting unit using a combination of a discounted cash flow (DCF) analysis and<br />

market-based valuation methodologies such as comparable public company trading values and values observed in recent<br />

business acquisitions. Determining fair value requires the exercise of significant judgments, including judgments about the<br />

amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public<br />

company earnings multiples and relevant transaction multiples. The cash flows employed in the DCF analyses are based on<br />

our best estimate of future sales, earnings and cash flows after considering factors such as general market conditions, U.S.<br />

Government budgets, existing firm orders, expected future orders, contracts with suppliers, labor agreements, changes in<br />

working capital, long-term business plans and recent operating performance. The discount rates utilized in the DCF analysis<br />

are based on the respective reporting unit’s weighted average cost of capital, which takes into account the relative weights of<br />

75


each component of capital structure (equity and debt) and represents the expected cost of new capital, adjusted as appropriate<br />

to consider the risk inherent in future cash flows of the respective reporting unit.<br />

In the fourth quarter of 2015, we performed our annual goodwill impairment test for each of our reporting units. During<br />

the fourth quarter of 2015, we realigned certain programs between our business segments in connection with our strategic<br />

review of our government IT and technical services businesses. As part of the realignment, goodwill was reallocated between<br />

affected reporting units on a relative fair value basis. We performed goodwill impairment tests prior and subsequent to the<br />

realignment. The results of our 2015 annual impairment tests of goodwill indicated that no impairment existed.<br />

In the fourth quarter of 2014, we completed our annual goodwill impairment test for each of our reporting units. The<br />

results of these tests indicated that the estimated fair values of our reporting units exceeded their carrying values, with the<br />

exception of our Technical Services reporting unit within our IS&GS business segment. The impact of market pressures such<br />

as lower in-theater support as troop levels are drawn down and increased re-competition on existing contracts that are<br />

awarded primarily on the basis of price adversely impacted the fair value of this reporting unit. As a result, we compared the<br />

implied value of that reporting unit’s goodwill with the carrying value of its goodwill, and since the carrying value exceeded<br />

the implied value, we recorded a non-cash impairment charge of $119 million in the fourth quarter of 2014 equal to that<br />

differential. This charge reduced our net earnings by $107 million ($.33 per share).<br />

During the fourth quarter of 2013, due to the continuing impact of defense budget reductions and related competitive<br />

pressures on the Technical Services business, we recorded a non-cash goodwill impairment charge of $195 million. This<br />

charge reduced our 2013 net earnings by $176 million ($.54 per share).<br />

Intangible assets – Intangible assets from acquired businesses are recognized at their estimated fair values at the date of<br />

acquisition and consist of customer programs, trademarks, customer relationships, technology and other intangible assets.<br />

Customer programs include values assigned to major programs of acquired businesses and represent the aggregate value<br />

associated with the customer relationships, contracts, technology and trademarks underlying the associated program.<br />

Acquired intangibles deemed to have indefinite lives are not amortized, but are subject to annual impairment testing. This<br />

testing compares carrying value to fair value and, when appropriate, the carrying value of these assets is reduced to fair<br />

value. Finite-lived intangibles are amortized to expense over the applicable useful lives, ranging from three to twenty years,<br />

based on the nature of the asset and the underlying pattern of economic benefit as reflected by future net cash inflows.<br />

Customer advances and amounts in excess of cost incurred – We receive advances, performance-based payments and<br />

progress payments from customers that may exceed costs incurred on certain contracts, including contracts with agencies of<br />

the U.S. Government. We classify such advances, other than those reflected as a reduction of receivables or inventories as<br />

discussed above, as current liabilities.<br />

Debt issuance costs – In 2015, we early adopted a new standard of the Financial Accounting Standards Board (FASB)<br />

which simplifies the presentation of debt issuance costs. In accordance with the new standard, we now reflect debt issuance<br />

costs as a reduction from the face amount of debt on our consolidated balance sheets. These costs, which are $95 million and<br />

$27 million as of December 31, 2015 and 2014, are amortized as interest expense over the life of the related debt. In prior<br />

year presentation, these costs were reflected within other noncurrent assets on our consolidated balance sheets.<br />

Postretirement benefit plans – Many of our employees are covered by defined benefit pension plans and we provide<br />

certain health care and life insurance benefits to eligible retirees (collectively, postretirement benefit plans). GAAP requires<br />

that the amounts we record related to our postretirement benefit plans be computed, based on service to date, using actuarial<br />

valuations that are based in part on certain key economic assumptions we make, including the discount rate, the expected<br />

long-term rate of return on plan assets and other actuarial assumptions including participant longevity (also known as<br />

mortality) estimates, health care cost trend rates and employee turnover, each as appropriate based on the nature of the plans.<br />

We recognize on a plan-by-plan basis the funded status of our postretirement benefit plans under GAAP as either an asset<br />

recorded within other noncurrent assets or a liability recorded within noncurrent liabilities on our Balance Sheets. There is a<br />

corresponding non-cash adjustment to accumulated other comprehensive loss, net of tax benefits recorded as deferred tax<br />

assets, in stockholders’ equity. The GAAP funded status is measured as the difference between the fair value of the plan’s<br />

assets and the benefit obligation of the plan. The funded status under the Employee Retirement Income Security Act of 1974<br />

(ERISA), as amended by the Pension Protection Act of 2006 (PPA), is calculated on a different basis than under GAAP.<br />

Environmental matters – We record a liability for environmental matters when it is probable that a liability has been<br />

incurred and the amount can be reasonably estimated. The amount of liability recorded is based on our estimate of the costs<br />

to be incurred for remediation at a particular site. We do not discount the recorded liabilities, as the amount and timing of<br />

76


future cash payments are not fixed or cannot be reliably determined. Our environmental liabilities are recorded on our<br />

Balance Sheets within other liabilities, both current and noncurrent. We expect to include a substantial portion of<br />

environmental costs in our net sales and cost of sales in future periods pursuant to U.S. Government agreement or regulation.<br />

At the time a liability is recorded for future environmental costs, we record a receivable for estimated future recovery<br />

considered probable through the pricing of products and services to agencies of the U.S. Government, regardless of the<br />

contract form (e.g., cost-reimbursable, fixed-price). We continuously evaluate the recoverability of our environmental<br />

receivables by assessing, among other factors, U.S. Government regulations, our U.S. Government business base and<br />

contract mix and our history of receiving reimbursement of such costs. We include the portion of those environmental costs<br />

expected to be allocated to our non-U.S. Government contracts, or that is determined to not be recoverable under U.S.<br />

Government contracts, in our cost of sales at the time the liability is established. Our environmental receivables are recorded<br />

on our Balance Sheets within other assets, both current and noncurrent. We project costs and recovery of costs over<br />

approximately 20 years.<br />

Investments in marketable securities – Investments in marketable securities consist of debt and equity securities and<br />

are classified as trading securities. As of December 31, 2015 and 2014, the fair value of our trading securities totaled<br />

$1.1 billion and $1.1 billion and was included in other noncurrent assets on our Balance Sheets. Our trading securities are<br />

held in a separate trust, which includes investments to fund our deferred compensation plan liabilities. Net losses on trading<br />

securities in 2015 were $11 million and net gains on trading securities in 2014 and 2013 were $65 million and $64 million.<br />

Gains and losses on these investments are included in other unallocated, net within cost of sales on our Statements of<br />

Earnings in order to align the classification of changes in the market value of investments held for the plan with changes in<br />

the value of the corresponding plan liabilities.<br />

Equity method investments – Investments where we have the ability to exercise significant influence, but do not<br />

control, are accounted for under the equity method of accounting and are included in other noncurrent assets on our Balance<br />

Sheets. Significant influence typically exists if we have a 20% to 50% ownership interest in the investee. Under this method<br />

of accounting, our share of the net earnings or losses of the investee is included in operating profit in other income, net on<br />

our Statements of Earnings since the activities of the investee are closely aligned with the operations of the business segment<br />

holding the investment. We evaluate our equity method investments for impairment whenever events or changes in<br />

circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity<br />

method investment is determined to be other than temporary, a loss is recorded in earnings in the current period. As of<br />

December 31, 2015 and 2014, our equity method investments totaled $1.3 billion and $971 million, which primarily are<br />

composed of our Space Systems business segment’s investment in United Launch Alliance (ULA), as further described in<br />

Note 14, and our Aeronautics and MST business segments’ investments in Advanced Military Maintenance, Repair and<br />

Overhaul Center. Our share of net earnings related to our equity method investees was $343 million in 2015, $342 million in<br />

2014 and $321 million in 2013, of which approximately $245 million, $280 million and $300 million related to our Space<br />

Systems business segment.<br />

Derivative financial instruments – We use derivative instruments principally to reduce our exposure to market risks<br />

from changes in foreign currency exchange rates and interest rates. We do not enter into or hold derivative instruments for<br />

speculative trading purposes. We transact business globally and are subject to risks associated with changing foreign<br />

currency exchange rates. We enter into foreign currency hedges such as forward and option contracts that change in value as<br />

foreign currency exchange rates change. These contracts hedge forecasted foreign currency transactions in order to mitigate<br />

fluctuations in our earnings and cash flows associated with changes in foreign currency exchange rates. We designate foreign<br />

currency hedges as cash flow hedges. We also are exposed to the impact of interest rate changes primarily through our<br />

borrowing activities. For fixed rate borrowings, we may use variable interest rate swaps, effectively converting fixed rate<br />

borrowings to variable rate borrowings in order to reduce the amount of interest paid. These swaps are designated as fair<br />

value hedges. For variable rate borrowings, we may use fixed interest rate swaps, effectively converting variable rate<br />

borrowings to fixed rate borrowings in order to mitigate the impact of interest rate changes on earnings. These swaps are<br />

designated as cash flow hedges. We also may enter into derivative instruments that are not designated as hedges and do not<br />

qualify for hedge accounting, which are intended to mitigate certain economic exposures.<br />

We record derivatives at their fair value. The classification of gains and losses resulting from changes in the fair values<br />

of derivatives is dependent on our intended use of the derivative and its resulting designation. Adjustments to reflect changes<br />

in fair values of derivatives attributable to the effective portion of hedges are either reflected in earnings and largely offset by<br />

corresponding adjustments to the hedged items or reflected net of income taxes in accumulated other comprehensive loss<br />

until the hedged transaction is recognized in earnings. Changes in the fair value of the derivatives that are attributable to the<br />

ineffective portion of the hedges or of derivatives that are not considered to be highly effective hedges, if any, are<br />

immediately recognized in earnings. The aggregate notional amount of our outstanding interest rate swaps at December 31,<br />

77


2015 and 2014 was $1.5 billion and $1.3 billion. The aggregate notional amount of our outstanding foreign currency hedges<br />

at December 31, 2015 and 2014 was $4.1 billion and $804 million. Derivative instruments did not have a material impact on<br />

net earnings and comprehensive income during 2015, 2014 and 2013. Substantially all of our derivatives are designated for<br />

hedge accounting. See Note 16 for more information on the fair value measurements related to our derivative instruments.<br />

Recent Accounting Pronouncements – In May 2014, the FASB issued a new standard that will change the way we<br />

recognize revenue and significantly expand the disclosure requirements for revenue arrangements. On July 9, 2015, the<br />

FASB approved a one-year deferral of the effective date of the standard to 2018 for public companies, with an option that<br />

would permit companies to adopt the standard in 2017. Early adoption prior to 2017 is not permitted. The new standard may<br />

be adopted either retrospectively or on a modified retrospective basis whereby the new standard would be applied to new<br />

contracts and existing contracts with remaining performance obligations as of the effective date, with a cumulative catch-up<br />

adjustment recorded to beginning retained earnings at the effective date for existing contracts with remaining performance<br />

obligations. In addition, the FASB is contemplating making additional changes to certain elements of the new standard. We<br />

are currently evaluating the methods of adoption allowed by the new standard and the effect the standard is expected to have<br />

on our consolidated financial statements and related disclosures. As the new standard will supersede substantially all existing<br />

revenue guidance affecting us under GAAP, it could impact revenue and cost recognition on thousands of contracts across all<br />

our business segments, in addition to our business processes and our information technology systems. As a result, our<br />

evaluation of the effect of the new standard will extend over future periods.<br />

In September 2015, the FASB issued a new standard that simplifies the accounting for adjustments made to preliminary<br />

amounts recognized in a business combination by eliminating the requirement to retrospectively account for those<br />

adjustments. Instead, adjustments will be recognized in the period in which the adjustments are determined, including the<br />

effect on earnings of any amounts that would have been recorded in previous periods if the accounting had been completed at<br />

the acquisition date. We adopted the standard on January 1, 2016 and will prospectively apply the standard to business<br />

combination adjustments identified after the date of adoption.<br />

In November 2015, the FASB issued a new standard that simplifies the presentation of deferred income taxes and<br />

requires that deferred tax assets and liabilities, as well as any related valuation allowance, be classified as noncurrent in our<br />

consolidated balance sheets. The standard is effective January 1, 2017, with early adoption permitted. The standard may be<br />

applied either prospectively from the date of adoption or retrospectively to all prior periods presented. We are currently<br />

evaluating when we will adopt the standard and the method of adoption.<br />

Note 2 – Earnings Per Share<br />

The weighted average number of shares outstanding used to compute earnings per common share were as follows<br />

(in millions):<br />

2015 2014 2013<br />

Weighted average common shares outstanding for basic computations 310.3 316.8 320.9<br />

Weighted average dilutive effect of equity awards 4.4 5.6 5.6<br />

Weighted average common shares outstanding for diluted computations 314.7 322.4 326.5<br />

We compute basic and diluted earnings per common share by dividing net earnings by the respective weighted average<br />

number of common shares outstanding for the periods presented. Our calculation of diluted earnings per common share also<br />

includes the dilutive effects for the assumed vesting of outstanding restricted stock units and exercise of outstanding stock<br />

options based on the treasury stock method.<br />

The computation of diluted earnings per common share excluded 2.4 million stock options for the year ended<br />

December 31, 2013 because their inclusion would have been anti-dilutive, primarily due to their exercise prices exceeding<br />

the average market prices of our common stock during the respective periods. There were no anti-dilutive equity awards for<br />

the years ended December 31, 2015 and 2014.<br />

78


Note 3 – Acquisitions and Divestitures<br />

Acquisitions<br />

Acquisition of Sikorsky Aircraft Corporation<br />

On November 6, 2015, we completed the acquisition of Sikorsky Aircraft Corporation and certain affiliated companies<br />

(collectively “Sikorsky”) from United Technologies Corporation (UTC) and certain of UTC’s subsidiaries. The purchase<br />

price of the acquisition was $9.0 billion, net of cash acquired. As a result of the acquisition, Sikorsky became a whollyowned<br />

subsidiary of ours. Sikorsky is a global company primarily engaged in the research, design, development,<br />

manufacture and support of military and commercial helicopters. Sikorsky’s products include military helicopters such as the<br />

H-60 Black Hawk, MH-60R Seahawk, CH-53K, H-92; and commercial helicopters such as the S-76 and S-92. The<br />

acquisition enables us to extend our core business into the military and commercial rotary wing markets, allowing us to<br />

strengthen our position in the aerospace and defense industry. Further, this acquisition will expand our presence in<br />

commercial and international markets. Sikorsky has been aligned under our MST business segment.<br />

To fund the $9.0 billion acquisition price, we utilized $6.0 billion of proceeds borrowed under our 364-day revolving<br />

credit facility (the 364-day Facility), $2.0 billion of cash on hand and $1.0 billion from the issuance of commercial paper. In<br />

the fourth quarter of 2015, we repaid all outstanding borrowings under the 364-day Facility with the proceeds from the<br />

issuance of $7.0 billion of fixed interest-rate long-term notes in a public offering (the November 2015 Notes). In the fourth<br />

quarter of 2015, we also repaid the $1.0 billion in commercial paper borrowings (see Note 10).<br />

We and UTC made a joint election under Section 338(h)(10) of the Internal Revenue Code, which treats the transaction<br />

as an asset purchase for tax purposes. This election generates a cash tax benefit with an estimated net present value of<br />

$1.9 billion for Lockheed Martin and its stockholders.<br />

Preliminary Allocation of Acquisition Price to Assets Acquired and Liabilities Assumed<br />

We accounted for the acquisition of Sikorsky as a business combination, which requires us to record the assets acquired<br />

and liabilities assumed at fair value. The amount by which the purchase price exceeds the fair value of the net assets acquired<br />

is recorded as goodwill. We have commenced the appraisals necessary to assess the fair values of the tangible and intangible<br />

assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date. The amounts<br />

recorded for certain assets and liabilities are preliminary in nature and are subject to adjustment as additional information is<br />

obtained about the facts and circumstances that existed as of the acquisition date. The final determination of the fair values of<br />

certain assets and liabilities will be completed within the measurement period of up to one year from the acquisition date<br />

permitted under GAAP. The size, breadth, and timing of the Sikorsky acquisition could necessitate the need to use the full<br />

one year measurement period to adequately analyze and assess a number of the factors used in establishing the asset and<br />

liability fair values as of the acquisition date including contractual and operational factors underlying the customer programs<br />

intangible assets, the tradename intangible asset, customer contractual obligations, property, plant and equipment,<br />

inventories, receivables and deferred revenue; and the assumptions underpinning certain reserves such as those for<br />

environmental and legal obligations. The final values may also result in changes to depreciation and amortization expense<br />

related to certain assets such as buildings, equipment and intangible assets. Any potential adjustments made could be<br />

material in relation to the preliminary values presented in the table below.<br />

79


The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition<br />

date (in millions):<br />

November 6, 2015<br />

Cash and cash equivalents $ 75<br />

Receivables 1,921<br />

Inventories 1,817<br />

Deferred income taxes, current 72<br />

Other current assets 36<br />

Property, plant and equipment 654<br />

Goodwill 2,764<br />

Intangible assets:<br />

Customer programs 3,127<br />

Trademarks 816<br />

Other noncurrent assets 502<br />

Deferred income taxes, noncurrent 214<br />

Total identifiable assets and goodwill 11,998<br />

Accounts payable (565)<br />

Customer advances and amounts in excess of costs incurred (1,220)<br />

Salaries, benefits, and payroll taxes (105)<br />

Current portion of long-term debt (5)<br />

Other current liabilities (347)<br />

Long-term debt (11)<br />

Customer contractual obligations (a) (480)<br />

Other noncurrent liabilities (150)<br />

Deferred income tax liabilities, noncurrent (a) (32)<br />

Total liabilities assumed (2,915)<br />

Total consideration $ 9,083<br />

(a)<br />

Recorded in Other noncurrent liabilities on the consolidated balance sheet.<br />

Intangible assets related to customer programs were recognized for each major helicopter and aftermarket program and<br />

represent the aggregate value associated with the customer relationships, contracts, technology and tradenames underlying<br />

the associated program. These intangible assets will be amortized over a weighted-average useful life of approximately<br />

15 years in accordance with the underlying pattern of economic benefit as reflected by the future net cash inflows.<br />

Customer contractual obligations represent liabilities on certain development programs where the expected costs exceed<br />

the expected sales under contract. We measured these liabilities based on the price to transfer the obligation to a market<br />

participant at the measurement date, assuming that the liability will remain outstanding in the marketplace. Based on the<br />

estimated net cash outflows of the developmental programs plus a reasonable contracting profit margin required to transfer<br />

the contracts to market participants, we recorded assumed liabilities of approximately $480 million. These liabilities will be<br />

liquidated in accordance with the underlying economic pattern of the contractual obligations, as reflected by the estimated<br />

future net cash outflows incurred on the associated contracts. Estimated liquidation of the contractual obligation is estimated<br />

is as follows: $85 million in 2016, $90 million in 2017, $65 million in 2018, $60 million in 2019, $60 million in 2020 and<br />

$110 million thereafter.<br />

The fair values of the assets acquired and liabilities assumed were preliminarily determined using income, market and<br />

cost valuation methodologies. The fair value measurements were estimated using significant inputs that are not observable in<br />

the market and thus represent a Level 3 measurement as defined in Accounting Standards Codification (ASC) 820. The<br />

income approach was primarily used to value the customer programs and trademarks intangible assets. The income approach<br />

indicates value for an asset or liability based on the present value of cash flow projected to be generated over the remaining<br />

economic life of the asset or liability being measured. Both the amount and the duration of the cash flows are considered<br />

from a market participant perspective. Our estimates of market participant net cash flows considered historical and projected<br />

pricing, remaining developmental effort, operational performance including company specific synergies, aftermarket<br />

retention, product life cycles, material and labor pricing, and other relevant customer, contractual and market factors. Where<br />

appropriate, the net cash flows are adjusted to reflect the uncertainties associated with the underlying assumptions, as well as<br />

the risk profile of the net cash flows utilized in the valuation. The adjusted future cash flows are then discounted to present<br />

80


value using an appropriate discount rate. Projected cash flow is discounted at a required rate of return that reflects the relative<br />

risk of achieving the cash flow and the time value of money. The market approach is a valuation technique that uses prices<br />

and other relevant information generated by market transactions involving identical or comparable assets, liabilities, or a<br />

group of assets and liabilities. Valuation techniques consistent with the market approach often use market multiples derived<br />

from a set of comparables. The cost approach, which estimates value by determining the current cost of replacing an asset<br />

with another of equivalent economic utility, was used, as appropriate, for property, plant and equipment. The cost to replace<br />

a given asset reflects the estimated reproduction or replacement cost for the property, less an allowance for loss in value due<br />

to depreciation.<br />

The preliminary purchase price allocation resulted in the recognition of $2.8 billion of goodwill, all of which is expected<br />

to be amortizable for tax purposes. All of the goodwill was assigned to our MST business segment. The goodwill recognized<br />

is attributable to expected revenue synergies generated by the integration of our products and technologies with those of<br />

Sikorsky, costs synergies resulting from the consolidation or elimination of certain functions, and intangible assets that do<br />

not qualify for separate recognition, such as the assembled workforce of Sikorsky.<br />

Determining the fair value of assets acquired and liabilities assumed requires the exercise of significant judgments,<br />

including the amount and timing of expected future cash flows, long-term growth rates and discount rates. The cash flows<br />

employed in the DCF analyses are based on our best estimate of future sales, earnings and cash flows after considering<br />

factors such as general market conditions, customer budgets, existing firm orders, expected future orders, contracts with<br />

suppliers, labor agreements, changes in working capital, long term business plans and recent operating performance. Use of<br />

different estimates and judgments could yield different results.<br />

Impact to 2015 Financial Results<br />

Sikorsky’s financial results have been included in our consolidated financial results only for the period from the<br />

November 6, 2015 acquisition date through December 31, 2015. As a result, our consolidated financial results for the year<br />

ended December 31, 2015 do not reflect a full year of Sikorsky’s results. From the November 6, 2015 acquisition date<br />

through December 31, 2015, Sikorsky generated net sales of approximately $400 million and operating loss of approximately<br />

$45 million, inclusive of intangible amortization and adjustments required to account for the acquisition.<br />

We incurred approximately $38 million of non-recoverable transaction costs associated with the Sikorsky acquisition in<br />

2015 that were expensed as incurred. These costs are included in “Other income, net” on our Consolidated Statements of<br />

Earnings. We also incurred approximately $48 million in costs associated with issuing the $7.0 billion November 2015 Notes<br />

used to repay all outstanding borrowings under the 364-day Facility used to finance the acquisition. The financing costs were<br />

recorded as a reduction of debt and will be amortized to interest expense over the term of the related debt.<br />

Supplemental Pro Forma Financial Information (unaudited)<br />

The following table presents summarized unaudited pro forma financial information as if Sikorsky had been included in<br />

our financial results for the entire years in 2015 and 2014 (in millions):<br />

2015 2014<br />

Net Sales $ 50,962 $ 53,023<br />

Net Earnings from continuing operations 3,538 3,480<br />

Basic earnings per common share from continuing operations 11.40 10.99<br />

Diluted earnings per common share from continuing operations 11.24 10.79<br />

The unaudited supplemental pro forma financial data above has been calculated after applying our accounting policies<br />

and adjusting the historical results of Sikorsky with pro forma adjustments, net of tax, that assume the acquisition occurred<br />

on January 1, 2014. Significant pro forma adjustments include the recognition of additional amortization expense related to<br />

acquired intangible assets and additional interest expense related to the short-term debt used to finance the acquisition. These<br />

adjustments assume the application of fair value adjustments to intangibles and the debt issuance occurred on January 1,<br />

2014 and are as follows: amortization expense of $125 million and $148 million in 2015 and 2014, respectively; and interest<br />

expense $42 million and $48 million in 2015 and 2014, respectively. In addition, significant nonrecurring adjustments<br />

include the elimination of a $72 million pension curtailment loss, net of tax, recognized in 2015 and the elimination of a<br />

$58 million income tax charge related to historic earnings of foreign subsidiaries recognized by Sikorsky in 2015.<br />

81


The unaudited supplemental pro forma financial information also reflects an increase in interest expense, net of tax, of<br />

$109 million and $121 million in 2015 and 2014, respectively. The increase in interest expense is the result of assuming the<br />

November 2015 Notes were issued on January 1, 2014. Proceeds of the November 2015 Notes were used to repay all<br />

outstanding borrowings under the 364-day Facility used to finance a portion of the purchase of Sikorsky, as contemplated at<br />

the date of acquisition.<br />

The unaudited supplemental pro forma financial information does not reflect the realization of any expected ongoing<br />

cost or revenue synergies relating to the integration of the two companies. Further, the pro forma data should not be<br />

considered indicative of the results that would have occurred if the acquisition, related financing and associated notes<br />

issuance and repayment of the 364-day credit facility had been consummated on January 1, 2014, nor are they indicative of<br />

future results.<br />

Other acquisitions<br />

We paid $898 million in 2014 for acquisitions of businesses and investments in affiliates, net of cash acquired, primarily<br />

related to the acquisitions of Systems Made Simple, Zeta and Industrial Defender. On December 1, 2014, we completed the<br />

acquisition of all interests in Systems Made Simple, a provider of health information technology solutions, which is included<br />

in our IS&GS business segment. On August 18, 2014, we completed the acquisition of all interests in Zeta, a designer of<br />

systems that enable collection, processing, safeguarding and dissemination of information for intelligence and defense<br />

communities, which is included in our Space Systems business segment. On April 7, 2014, we completed the acquisition of<br />

all interest in Industrial Defender, a provider of cybersecurity solutions for control systems in the oil and gas, utility and<br />

chemical industries, which is included in our IS&GS business segment. In connection with the 2014 acquisitions, we<br />

preliminarily recorded goodwill of $657 million, related to expected synergies from combining operations and value of the<br />

existing workforce. The recorded goodwill is not deductible for tax purposes. Additionally, we recorded other intangible<br />

assets of $223 million, primarily related to customer relationships and technologies, which will be amortized over a weighted<br />

average period of eight years. We plan to include Systems Made Simple and Industrial Defender in any future divestiture of<br />

our IS&GS business segment.<br />

We paid $269 million in 2013 for acquisitions of businesses and investments in affiliates, net of cash acquired, primarily<br />

related to the acquisition of Amor Group, a United Kingdom-based company specializing in information technology, civil<br />

government services and the energy market. Amor Group is included in our IS&GS business segment. In connection with<br />

these acquisitions, we recorded goodwill of $175 million, which is not deductible for tax purposes. Additionally, we recorded<br />

other intangible assets of $34 million, related to customer relationships and technologies, which will be amortized over a<br />

weighted average period of eight years.<br />

Systems Made Simple, Industrial Defender and Amor Group will be divested as part of the IS&GS business segment in<br />

connection with the proposed transaction with Leidos (discussed below).<br />

Divestitures<br />

IS&GS Divestiture<br />

On January 26, 2016, we entered into definitive agreements to separate and combine our IS&GS business segment with<br />

Leidos in a tax-efficient Reverse Morris Trust transaction. As part of the transaction, we will receive a $1.8 billion one-time<br />

special cash payment . The cash payment is subject to adjustment and could be less or more than anticipated due to variances<br />

in working capital. Additionally, our stockholders will receive approximately 50.5 percent of the outstanding equity of<br />

Leidos on a fully diluted basis (approximately 77 million shares) with an estimated value of $3.2 billion based on Leidos’<br />

stock price on the date of announcement. However, the actual value of the stock to be received by our stockholders will<br />

depend on the value of such shares at the time of closing of the transaction and our stockholders may receive more or less<br />

than the anticipated value. At our election, the distribution may be effected by means of a pro rata dividend in a spin-off<br />

transaction or in an exchange offer for outstanding Lockheed Martin shares in a split-off transaction. The transaction<br />

structure, which is subject to market conditions, is currently contemplated to be a split-off transaction resulting in a decrease<br />

in our outstanding common shares and a significant book gain at closing. In a split-off transaction, only those stockholders<br />

that elect to participate will receive Leidos shares in the merger transaction, provided, that, if the exchange offer is not fully<br />

subscribed, Lockheed Martin will spin-off the remaining shares to be converted into Leidos stock in the merger pro rata. The<br />

value of the shares of Leidos stock to be received and the value of our stock at the time of the split-off will also impact the<br />

number of any shares of our stock retired in the split-off and the amount of any book gain. Although the transaction structure<br />

is currently contemplated to be a split-off transaction, there is no assurance that the transaction will be structured as a splitoff<br />

transaction or that it will result in a reduction in our shares or a gain at closing.<br />

82


Subsequent to the program realignment completed in the fourth quarter of 2015, the IS&GS business segment consists<br />

solely of government IT and technical services businesses. The transaction is expected to close in the third or fourth quarter<br />

of 2016. Until closing, IS&GS will operate as a business segment and financial results for the IS&GS business segment will<br />

be reported in our continuing operations.<br />

Prior Year Divestiture<br />

Discontinued operations for 2013 included a benefit of $31 million resulting from the resolution of certain tax matters<br />

related to a business previously sold prior to 2013.<br />

Note 4 – Goodwill and Acquired Intangibles<br />

Changes in the carrying amount of goodwill by segment were as follows (in millions):<br />

Aeronautics IS&GS MFC MST<br />

Space<br />

Systems Total<br />

Balance at December 31, 2013 (a) $ 167 $2,649 $2,185 $4,049 $1,298 $10,348<br />

Acquisitions 4 378 — — 292 674<br />

Impairments (b) — (119) — — — (119)<br />

Other — (10) (4) (27) — (41)<br />

Balance at December 31, 2014 171 2,898 2,181 4,022 1,590 10,862<br />

Sikorsky acquisition — — — 2,764 — 2,764<br />

Impairments — — — — — —<br />

Other — (17) 17 (48) (2) (50)<br />

Balance at December 31, 2015 $ 171 $2,881 $2,198 $6,738 $1,588 $13,576<br />

(a) Includes reclassifications of goodwill among our business segments as a result of our program realignment, which occurred during the<br />

fourth quarter of 2015 (Note 1).<br />

(b) The impairment in 2014 relates to our Technical Services reporting unit within our IS&GS business segment (Note 1).<br />

The gross carrying amounts and accumulated amortization of our acquired intangible assets consisted of the following<br />

(in millions):<br />

Gross<br />

Carrying<br />

Amount<br />

2015 2014<br />

Accumulated<br />

Amortization<br />

Net<br />

Carrying<br />

Amount<br />

Gross<br />

Carrying<br />

Amount<br />

Accumulated<br />

Amortization<br />

Net<br />

Carrying<br />

Amount<br />

Finite-Lived:<br />

Customer programs $ 3,127 $ (38) $ 3,089 $— $— $—<br />

Customer relationships 309 (166) 143 309 (123) 186<br />

Technology 73 (37) 36 73 (21) 52<br />

Trademarks 27 (14) 13 27 (3) 24<br />

Other 71 (39) 32 71 (27) 44<br />

Indefinite Lived:<br />

Trademarks 834 — 834 18 — 18<br />

Total acquired intangibles $ 4,441 $ (294) $ 4,147 $498 $(174) $ 324<br />

Acquired finite-lived intangible assets are amortized to expense over the following estimated useful lives: customer<br />

programs, from nine to 20 years; customer relationships, from four to 10 years; technology, from five to seven years;<br />

trademarks, from two to five years; and other intangibles, from three to 10 years.<br />

Amortization expense for acquired finite-lived intangible assets was $116 million, $49 million and $48 million in 2015,<br />

2014 and 2013. Estimated future amortization expense is as follows: $292 million in 2016; $274 million in 2017;<br />

$260 million in 2018; $254 million in 2019; $248 million in 2020 and $710 million thereafter. Our estimates of amortization<br />

expense for finite-lived intangible assets are subject to change, pending the final determination of the fair value of intangible<br />

assets acquired in connection with the Sikorsky acquisition (See Note 3).<br />

83


Note 5 – Information on Business Segments<br />

We operate in five business segments: Aeronautics, Information Systems & Global Solutions (IS&GS), Missiles and<br />

Fire Control (MFC), Mission Systems and Training (MST) and Space Systems. We organize our business segments based on<br />

the nature of products and services offered.<br />

During the fourth quarter of 2015, we realigned certain programs among our business segments in connection with the<br />

strategic review of our government IT and technical services businesses. As part of the realignment, command, control,<br />

communications, computers, intelligence, surveillance and reconnaissance (C4ISR) and government cyber programs were<br />

transferred from the IS&GS business segment to the MST business segment, energy solutions programs were transferred<br />

from the IS&GS business segment to the MFC business segment, space ground station programs were transferred from the<br />

IS&GS business segment to Space Systems business segment, and substantially all technical services programs were<br />

transferred from the MFC business segment to the IS&GS business segment. Subsequent to the program realignment, our<br />

IS&GS business segment which we plan to divest in the third or fourth quarter of 2016 represents the government IT and<br />

technical services businesses that were under strategic review.<br />

The amounts, discussion and presentation of our business segments as set forth in our consolidated financial statements<br />

have been reclassified from prior year presentation to reflect the program realignment described above for all years<br />

presented. The realignment did not impact the Corporation’s previously reported consolidated financial statements.<br />

Following is a brief description of the activities of our business segments:<br />

• Aeronautics – Engaged in the research, design, development, manufacture, integration, sustainment, support and upgrade<br />

of advanced military aircraft, including combat and air mobility aircraft, unmanned air vehicles and related technologies.<br />

• Information Systems & Global Solutions – Provides advanced technology systems and expertise, integrated information<br />

technology solutions and management services across a broad spectrum of applications for civil, defense, intelligence and<br />

other government customers. IS&GS’ technical services business provides a comprehensive portfolio of technical and<br />

sustainment services.<br />

• Missiles and Fire Control – Provides air and missile defense systems; tactical missiles and air-to-ground precision strike<br />

weapon systems; logistics; fire control systems; mission operations support, readiness, engineering support and integration<br />

services; manned and unmanned ground vehicles; and energy management solutions.<br />

• Mission Systems and Training – Provides design, manufacture, service and support for a variety of military and civil<br />

helicopters; ship and submarine mission and combat systems; mission systems and sensors for rotary and fixed-wing<br />

aircraft; sea and land-based missile defense systems; radar systems; the Littoral Combat Ship; simulation and training<br />

services; and unmanned systems and technologies. In addition, MST supports the needs of customers in cybersecurity and<br />

delivers communications and command and control capability through complex mission solutions for defense<br />

applications. The results of the acquired Sikorsky business have been included in our consolidated results of operations<br />

from the November 6, 2015 acquisition date through December 31, 2015. Accordingly, the consolidated results of<br />

operations for the year ended December 31, 2015 do not reflect a full year of Sikorsky operations.<br />

• Space Systems – Engaged in the research and development, design, engineering and production of satellites, strategic and<br />

defensive missile systems and space transportation systems. Space systems provides network-enabled situational<br />

awareness and integrates complex global systems to help our customers gather, analyze and securely distribute critical<br />

intelligence data. Space Systems is also responsible for various classified systems and services in support of vital national<br />

security systems. Operating profit for our Space Systems business segment includes our share of earnings for our<br />

investment in ULA, which provides expendable launch services to the U.S. Government.<br />

The financial information in the following tables includes the results of businesses we have acquired during the past<br />

three years (Note 3) from their respective dates of acquisition. The business segment operating results in the following tables<br />

exclude businesses included in discontinued operations (Note 3) for all years presented. Net sales of our business segments<br />

exclude intersegment sales as these activities are eliminated in consolidation.<br />

Operating profit of our business segments includes our share of earnings or losses from equity method investees as the<br />

operating activities of the equity method investees are closely aligned with the operations of our business segments. United<br />

Launch Alliance (ULA), which is part of our Space Systems business segment, is our primary equity method investee.<br />

Operating profit of our business segments excludes the FAS/CAS pension adjustment described below; expense for stockbased<br />

compensation; the effects of items not considered part of management’s evaluation of segment operating performance,<br />

such as charges related to significant severance actions (Note 15) and goodwill impairments; gains or losses from<br />

84


divestitures; the effects of certain legal settlements; corporate costs not allocated to our business segments; and other<br />

miscellaneous corporate activities. These items are included in the reconciling item “Unallocated items” between operating<br />

profit from our business segments and our consolidated operating profit. See Note 1 (under the caption “Use of Estimates”)<br />

for a discussion related to certain factors that may impact the comparability of net sales and operating profit of our business<br />

segments.<br />

Our business segments’ results of operations include pension expense only as calculated under U.S. Government Cost<br />

Accounting Standards (CAS), which we refer to as CAS pension cost. We recover CAS pension cost through the pricing of<br />

our products and services on U.S. Government contracts and, therefore, the CAS pension cost is recognized in each of our<br />

business segments’ net sales and cost of sales. Since our consolidated financial statements must present pension expense<br />

calculated in accordance with the financial accounting standards (FAS) requirements under GAAP, which we refer to as FAS<br />

pension expense, the FAS/CAS pension adjustment increases or decreases the CAS pension cost recorded in our business<br />

segments’ results of operations to equal the FAS pension expense.<br />

Selected Financial Data by Business Segment<br />

Summary operating results for each of our business segments were as follows (in millions):<br />

2015 2014 2013<br />

Net sales<br />

Aeronautics $15,570 $14,920 $14,123<br />

Information Systems & Global Solutions 5,596 5,654 6,115<br />

Missiles and Fire Control 6,770 7,092 6,795<br />

Mission Systems and Training 9,091 8,732 9,037<br />

Space Systems 9,105 9,202 9,288<br />

Total net sales $46,132 $45,600 $45,358<br />

Operating profit<br />

Aeronautics $ 1,681 $ 1,649 $ 1,612<br />

Information Systems & Global Solutions 508 472 498<br />

Missiles and Fire Control 1,282 1,344 1,379<br />

Mission Systems and Training 844 936 1,065<br />

Space Systems 1,171 1,187 1,198<br />

Total business segment operating profit 5,486 5,588 5,752<br />

Unallocated items<br />

FAS/CAS pension adjustment<br />

FAS pension expense (a) (1,142) (1,144) (1,948)<br />

Less: CAS pension cost (b) 1,613 1,520 1,466<br />

FAS/CAS pension income (expense) 471 376 (482)<br />

Goodwill impairment charges (c) — (119) (195)<br />

Severance charges (d) (102) — (201)<br />

Stock-based compensation (138) (164) (189)<br />

Other, net (e), (f) (281) (89) (180)<br />

Total unallocated items (50) 4 (1,247)<br />

Total consolidated operating profit $ 5,436 $ 5,592 $ 4,505<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

(e)<br />

(f)<br />

FAS pension expense in 2015 and 2014 was less than in 2013 primarily due to the June 2014 plan amendments to certain of our<br />

defined benefit pension plans to freeze future retirement benefits, partially offset by the impact of using new longevity assumptions<br />

(Note 11).<br />

The higher CAS pension cost primarily reflects the impact of phasing in CAS Harmonization.<br />

We recognized non-cash goodwill impairment charges related to the Technical Services reporting unit within our MFC business<br />

segment in 2014 and 2013. See Note 1 for more information.<br />

See Note 15 for information on charges related to certain severance actions at our business segments. Severance charges for initiatives<br />

that are not significant are included in business segment operating profit.<br />

Other, net in 2015 includes a non-cash asset impairment charge of approximately $90 million related to our decision to divest<br />

Lockheed Martin Commercial Flight Training (LMCFT) in 2016. This charge was partially offset by a net deferred tax benefit of<br />

about $80 million, which is recorded in income tax expense. The net impact reduced net earnings by about $10 million.<br />

Other, net in 2015 includes approximately $45 million of non-recoverable transaction costs associated with the acquisition of Sikorsky<br />

and the strategic review of our government IT and technical services businesses.<br />

85


Selected Financial Data by Business Segment (continued)<br />

2015 2014 2013<br />

Intersegment sales<br />

Aeronautics $ 102 $ 104 $ 203<br />

Information Systems & Global Solutions 53 12 14<br />

Missiles and Fire Control 313 255 220<br />

Mission Systems and Training 1,529 1,243 1,030<br />

Space Systems 145 136 119<br />

Total intersegment sales $2,142 $1,750 $1,586<br />

Depreciation and amortization<br />

Aeronautics $ 317 $ 322 $ 318<br />

Information Systems & Global Solutions 101 47 48<br />

Missiles and Fire Control 99 99 98<br />

Mission Systems and Training 203 175 194<br />

Space Systems 208 244 225<br />

Total business segment depreciation and amortization 928 887 883<br />

Corporate activities 98 107 107<br />

Total depreciation and amortization $1,026 $ 994 $ 990<br />

Capital expenditures<br />

Aeronautics $ 387 $ 283 $ 271<br />

Information Systems & Global Solutions 31 18 33<br />

Missiles and Fire Control 120 142 128<br />

Mission Systems and Training 169 164 146<br />

Space Systems 172 172 187<br />

Total business segment capital expenditures 879 779 765<br />

Corporate activities 60 66 71<br />

Total capital expenditures $ 939 $ 845 $ 836<br />

86


Selected Financial Data by Business Segment (continued)<br />

Net Sales by Customer Category<br />

Net sales by customer category were as follows (in millions):<br />

2015 2014 2013<br />

U.S. Government<br />

Aeronautics $11,195 $10,704 $11,025<br />

Information Systems & Global Solutions 4,990 5,204 5,823<br />

Missiles and Fire Control 4,150 4,509 4,069<br />

Mission Systems and Training 6,961 6,752 7,132<br />

Space Systems 8,845 8,921 9,124<br />

Total U.S. Government net sales $36,141 $36,090 $37,173<br />

International (a)<br />

Aeronautics $ 4,328 $ 4,183 $ 3,078<br />

Information Systems & Global Solutions 520 401 262<br />

Missiles and Fire Control 2,449 2,421 2,535<br />

Mission Systems and Training 2,016 1,921 1,792<br />

Space Systems 218 89 101<br />

Total international net sales $ 9,531 $ 9,015 $ 7,768<br />

U.S. Commercial and Other<br />

Aeronautics $ 47 $ 33 $ 20<br />

Information Systems & Global Solutions 86 49 30<br />

Missiles and Fire Control 171 162 191<br />

Mission Systems and Training 114 59 113<br />

Space Systems 42 192 63<br />

Total U.S. commercial and other net sales $ 460 $ 495 $ 417<br />

Total net sales $46,132 $45,600 $45,358<br />

(a)<br />

International sales include foreign military sales contracted through the U.S. Government, direct commercial sales with international<br />

governments and commercial and other sales to international customers.<br />

Our Aeronautics business segment includes our largest program, the F-35 Lightning II Joint Strike Fighter, an<br />

international multi-role, multi-variant, stealth fighter aircraft. Net sales for the F-35 program represented approximately<br />

20%, 17% and 16% of our total consolidated net sales during 2015, 2014 and 2013.<br />

87


Selected Financial Data by Business Segment (continued)<br />

Total assets and customer advances and amounts in excess of costs incurred for each of our business segments were as<br />

follows (in millions):<br />

2015 2014<br />

Assets (a)<br />

Aeronautics $ 6,618 $ 6,042<br />

Information Systems & Global Solutions 4,206 4,268<br />

Missiles and Fire Control 4,027 3,977<br />

Mission Systems and Training 19,187 7,465<br />

Space Systems 4,861 4,732<br />

Total business segment assets 38,899 26,484<br />

Corporate assets (b) 10,229 10,562<br />

Total assets $49,128 $37,046<br />

Customer advances and amounts in excess of costs incurred<br />

Aeronautics $ 2,045 $ 2,191<br />

Information Systems & Global Solutions 285 227<br />

Missiles and Fire Control 1,766 1,803<br />

Mission Systems and Training 2,415 1,148<br />

Space Systems 477 406<br />

Total customer advances and amounts in excess of costs incurred $ 6,988 $ 5,775<br />

(a)<br />

(b)<br />

We have no significant long-lived assets located in foreign countries.<br />

Corporate assets primarily include cash and cash equivalents, deferred income taxes, environmental receivables and investments held<br />

in a separate trust.<br />

Note 6 – Receivables, net<br />

Receivables, net consisted of the following (in millions):<br />

2015 2014<br />

U.S. Government<br />

Amounts billed $ 1,492 $ 1,434<br />

Unbilled costs and accrued profits 5,734 4,577<br />

Less: customer advances and progress payments (1,311) (1,012)<br />

Total U.S. Government receivables, net 5,915 4,999<br />

Other governments and commercial<br />

Amounts billed 772 460<br />

Unbilled costs and accrued profits 1,995 671<br />

Less: customer advances (621) (253)<br />

Total other governments and commercial receivables, net 2,146 878<br />

Total receivables, net $ 8,061 $ 5,877<br />

We expect to bill substantially all of the December 31, 2015 unbilled costs and accrued profits during 2016.<br />

Note 7 – Inventories, net<br />

Inventories, net consisted of the following (in millions):<br />

2015 2014<br />

Work-in-process, primarily related to long-term contracts and programs in progress $ 8,199 $ 6,731<br />

Less: customer advances and progress payments (5,035) (4,701)<br />

3,164 2,030<br />

Other inventories 1,798 774<br />

Total inventories, net $ 4,962 $ 2,804<br />

88


Work-in-process inventories at December 31, 2015 and 2014 included general and administrative costs of $578 million<br />

and $698 million. General and administrative costs incurred and recorded in inventories totaled $2.8 billion in 2015,<br />

$2.6 billion in 2014 and $2.4 billion in 2013. General and administrative costs charged to cost of sales from inventories<br />

totaled $2.9 billion in 2015, $2.6 billion in 2014 and $2.4 billion in 2013.<br />

Note 8 – Property, Plant and Equipment, net<br />

Property, plant and equipment, net consisted of the following (in millions):<br />

2015 2014<br />

Land $ 123 $ 99<br />

Buildings 6,128 5,723<br />

Machinery and equipment 7,409 7,031<br />

Construction in progress 887 636<br />

14,547 13,489<br />

Less: accumulated depreciation and amortization (9,057) (8,738)<br />

Total property, plant and equipment, net $ 5,490 $ 4,751<br />

Note 9 – Income Taxes<br />

Our provision for federal and foreign income tax expense for continuing operations consisted of the following<br />

(in millions):<br />

2015 2014 2013<br />

Federal income tax expense (benefit):<br />

Current $1,817 $2,020 $1,204<br />

Deferred (473) (387) 3<br />

Total federal income tax expense 1,344 1,633 1,207<br />

Foreign income tax expense (benefit):<br />

Current 46 24 6<br />

Deferred 28 (13) (8)<br />

Total foreign income tax expense (benefit) 74 11 (2)<br />

Total income tax expense $1,418 $1,644 $1,205<br />

State income taxes are included in our operations as general and administrative costs and, under U.S. Government<br />

regulations, are allowable costs in establishing prices for the products and services we sell to the U.S. Government.<br />

Therefore, a substantial portion of state income taxes is included in our net sales and cost of sales. As a result, the impact of<br />

certain transactions on our operating profit and of other matters presented in these financial statements is disclosed net of<br />

state income taxes. Our total net state income tax expense was $127 million for 2015, $207 million for 2014, and<br />

$121 million for 2013.<br />

Our reconciliation of the 35% U.S. federal statutory income tax rate to actual income tax expense for continuing<br />

operations is as follows (in millions):<br />

2015 2014 2013<br />

Income tax expense at the U.S. federal statutory tax rate $1,758 $1,840 $1,454<br />

U.S. manufacturing deduction benefit (126) (127) (100)<br />

Tax deductible dividends (87) (82) (77)<br />

Research and development tax credit (71) (66) (96)<br />

Goodwill impairment – non-deductible portion — 30 50<br />

Other, net (56) 49 (26)<br />

Income tax expense $1,418 $1,644 $1,205<br />

We recognized tax benefits of $71 million in 2015, $66 million in 2014, and $96 million in 2013 from U.S. research and<br />

development (R&D) tax credits, including benefits attributable to prior periods. In 2015, the R&D tax credit was<br />

permanently extended and reinstated, retroactive to the beginning of 2015, which reduced income tax expenses by<br />

approximately $71 million. In 2014, the R&D tax credit was temporarily reinstated for one year, retroactive to the beginning<br />

89


of 2014, which reduced income tax expense by approximately $45 million. In 2013, the R&D tax credit was temporarily<br />

reinstated for two years, retroactive to the beginning of 2012. As a result, income tax expense for 2013 reflects the credit for<br />

all of 2013 and 2012, which reduced income tax expense by approximately $76 million.<br />

We receive a tax deduction for dividends paid on shares of our common stock held by certain of our defined contribution<br />

plans with an employee stock ownership plan feature. The amount of the tax deduction has increased as we increased our<br />

dividend over the last three years, partially offset by a decline in the number of shares in these plans.<br />

A limited amount of the 2014 and 2013 non-cash goodwill impairment charges will be deductible for tax purposes.<br />

Accordingly, the 2014 and 2013 non-cash goodwill impairment charges (Note 1) of $119 million and $195 million,<br />

respectively, increased our 2014 and 2013 effective tax rates.<br />

As a result of a decision in 2015 to divest Lockheed Martin Commercial Flight Training in 2016, we recorded an asset<br />

impairment charge of approximately $90 million. This charge was partially offset by a net deferred tax benefit of about<br />

$80 million. The net impact of the resulting tax benefit reduced the effective income tax rate by 1.0 percentage point in 2015.<br />

We participate in the IRS Compliance Assurance Process program. The IRS examination of the year 2012 was<br />

completed in the fourth quarter of 2013. The examinations of the years 2013 and 2014 remain under review.<br />

The primary components of our federal and foreign deferred income tax assets and liabilities at December 31 were as<br />

follows (in millions):<br />

2015 2014<br />

Deferred tax assets related to:<br />

Accrued compensation and benefits $ 961 $ 965<br />

Pensions (a) 4,462 4,317<br />

Other postretirement benefit obligations 375 386<br />

Contract accounting methods 1,039 989<br />

Foreign company operating losses and credits 70 59<br />

Other 434 198<br />

Valuation allowance (b) (76) (9)<br />

Deferred tax assets, net 7,265 6,905<br />

Deferred tax liabilities related to:<br />

Goodwill and purchased intangibles 474 454<br />

Property, plant and equipment 457 514<br />

Exchanged debt securities and other (c) 409 485<br />

Deferred tax liabilities 1,340 1,453<br />

Net deferred tax assets (d) $5,925 $5,452<br />

(a) The increase in 2015 was primarily due to the negative investment return on postretirement plan assets (Note 11).<br />

(b) A valuation allowance was provided against certain foreign company deferred tax assets arising from carryforwards of unused tax<br />

benefits.<br />

(c) Includes deferred taxes associated with the exchange of debt securities in prior years.<br />

(d) Includes net foreign current deferred tax liabilities, which are included on the Balance Sheets in other current liabilities.<br />

As of December 31, 2015 and 2014, our liabilities associated with unrecognized tax benefits are not material.<br />

We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various foreign jurisdictions. With<br />

few exceptions, the statute of limitations is no longer open for U.S. federal or non-U.S. income tax examinations for the years<br />

before 2012, other than with respect to refunds.<br />

U.S. income taxes and foreign withholding taxes have not been provided on earnings of $353 million, $291 million, and<br />

$222 million that have not been distributed by our non-U.S. companies as of December 31, 2015, 2014, and 2013. Our<br />

intention is to permanently reinvest these earnings, thereby indefinitely postponing their remittance to the U.S. If these<br />

earnings had been remitted, we estimate that the additional income taxes after foreign tax credits would have been<br />

approximately $48 million in 2015, $55 million in 2014, and $50 million in 2013.<br />

Our federal and foreign income tax payments, net of refunds received, were $1.8 billion in 2015, $1.5 billion in 2014,<br />

and $787 million in 2013. Our 2014 net payments reflect a $200 million refund from the IRS primarily attributable to our<br />

tax-deductible discretionary pension contributions during the fourth quarters of 2013.<br />

90


Note 10 – Debt<br />

Our long-term debt consisted of the following (in millions):<br />

2015 2014<br />

Notes with rates from 1.85% to 3.80%, due 2016 to 2045 $ 8,150 $1,400<br />

Notes with rates from 4.07% to 5.72%, due 2019 to 2046 6,089 3,589<br />

Notes with rates from 6.15% to 9.13%, due 2016 to 2036 1,941 1,941<br />

Other debt 116 111<br />

Total long-term debt 16,296 7,041<br />

Less: unamortized discounts and deferred financing costs (1,035) (899)<br />

Total long-term debt, net $15,261 $6,142<br />

Revolving Credit Facilities<br />

On October 9, 2015, we entered into a new $2.5 billion revolving credit facility (the 5-year Facility) with various banks<br />

and concurrently terminated our existing $1.5 billion revolving credit facility, which was scheduled to expire in August 2019.<br />

The 5-year Facility, which expires on October 9, 2020, is available for general corporate purposes. The undrawn portion of<br />

the 5-year Facility is also available to serve as a backup facility for the issuance of commercial paper. We may request and<br />

the banks may grant, at their discretion, an increase in the borrowing capacity under the 5-year Facility of up to an additional<br />

$500 million. There were no borrowings outstanding under the 5-year Facility as of and during the year ended December 31,<br />

2015.<br />

In contemplation of our acquisition of Sikorsky, on October 9, 2015, we also entered into a 364-day revolving credit<br />

facility (the 364-day Facility, and together with the 5-year Facility, the Facilities) with various banks that provided<br />

$7.0 billion of funding for general corporate purposes, including the acquisition of Sikorsky. Concurrent with the<br />

consummation of the Sikorsky acquisition, we borrowed $6.0 billion under the 364-day Facility. On November 23, 2015, we<br />

repaid all outstanding borrowings under the 364-day facility with proceeds received from an issuance of new debt (see<br />

below) and terminated any remaining commitments of the lenders under the 364-day Facility.<br />

Borrowings under the Facilities bear interest at rates based, at our option, on a Eurodollar Rate or a Base Rate, as defined<br />

in the Facilities’ agreements. Each bank’s obligation to make loans under the 5-year Facility is subject to, among other<br />

things, our compliance with various representations, warranties, and covenants, including covenants limiting our ability and<br />

certain of our subsidiaries’ ability to encumber assets and a covenant not to exceed a maximum leverage ratio, as defined in<br />

the Five-year Facility agreement. As of December 31, 2015, we were in compliance with all covenants contained in the<br />

5-year Facility agreement, as well as in our debt agreements.<br />

Long-Term Debt<br />

On November 23, 2015, we issued $7.0 billion of notes (the November 2015 Notes) in a registered public offering. We<br />

received net proceeds of $6.9 billion from the offering, after deducting discounts and debt issuance costs, which are being<br />

amortized as interest expense over the life of the debt. The November 2015 Notes consist of:<br />

• $750 million maturing in 2018 with a fixed interest rate of 1.85% (the 2018 Notes);<br />

• $1.25 billion maturing in 2020 with a fixed interest rate of 2.50% (the 2020 Notes);<br />

• $500 million maturing in 2023 with a fixed interest rate of 3.10% the 2023 Notes);<br />

• $2.0 billion maturing in 2026 with a fixed interest rate of 3.55% (the 2026 Notes);<br />

• $500 million maturing in 2036 with a fixed interest rate of 4.50% (the 2036 Notes); and<br />

• $2.0 billion maturing in 2046 with a fixed interest rate of 4.70% (the 2046 Notes).<br />

We may, at our option, redeem some or all of the November 2015 Notes and unpaid interest at any time by paying the<br />

principal amount of notes being redeemed plus any make-whole premium and accrued and unpaid interest to the date of<br />

redemption. Interest is payable on the 2018 Notes and the 2020 Notes on May 23 and November 23 of each year, beginning<br />

on May 23, 2016; on the 2023 Notes and the 2026 Notes on January 15 and July 15 of each year, beginning on July 15, 2016;<br />

and on the 2036 Notes and the 2046 Notes on May 15 and November 15 of each year, beginning on May 15, 2016. The<br />

November 2015 Notes rank equally in right of payment with all of our existing unsecured and unsubordinated indebtedness.<br />

The proceeds of the November 2015 Notes were used to repay $6.0 billion of borrowings under our 364-day Facility and for<br />

general corporate purposes.<br />

91


On February 20, 2015, we issued $2.25 billion of notes (the February 2015 Notes) in a registered public offering. We<br />

received net proceeds of $2.21 billion from the offering, after deducting discounts and debt issuance costs, which are being<br />

amortized as interest expense over the life of the debt. The February 2015 Notes consist of $750 million maturing in 2025<br />

with a fixed interest rate of 2.90%, $500 million maturing in 2035 with a fixed interest rate of 3.60% and $1.0 billion<br />

maturing in 2045 with a fixed interest rate of 3.80%. We may, at our option, redeem some or all of the notes at any time by<br />

paying the principal amount of notes being redeemed plus any make-whole premium and accrued and unpaid interest to the<br />

date of redemption. Interest on the notes is payable on March 1 and September 1 of each year, beginning on September 1,<br />

2015. These notes rank equally in right of payment with all of our existing unsecured and unsubordinated indebtedness. The<br />

proceeds of the February 2015 Notes were used for general corporate purposes.<br />

Commercial Paper<br />

We have agreements in place with financial institutions to provide for the issuance of commercial paper. In connection<br />

with the Sikorsky acquisition, in the fourth quarter of 2015 we borrowed and repaid approximately $1.0 billion under our<br />

commercial paper programs. There were no commercial paper borrowings outstanding as of December 31, 2015. If we were<br />

to issue commercial paper in the future, the borrowings would be supported by the credit facility.<br />

Note 11 – Postretirement Plans<br />

Defined Benefit Pension Plans and Retiree Medical and Life Insurance Plans<br />

Many of our employees are covered by qualified defined benefit pension plans and we provide certain health care and<br />

life insurance benefits to eligible retirees (collectively, postretirement benefit plans). We also sponsor nonqualified defined<br />

benefit pension plans to provide for benefits in excess of qualified plan limits. Non-union employees hired after December<br />

2005 do not participate in our qualified defined benefit pension plans, but are eligible to participate in a qualified defined<br />

contribution plan in addition to our other retirement savings plans. They also have the ability to participate in our retiree<br />

medical plans, but we do not subsidize the cost of their participation in those plans as we do with employees hired before<br />

January 1, 2006. Over the last few years, we have negotiated similar changes with various labor organizations such that new<br />

union represented employees do not participate in our defined benefit pension plans. In June 2014, we amended certain of<br />

our qualified and nonqualified defined benefit pension plans for non-union employees to freeze future retirement benefits.<br />

The calculation of retirement benefits under the affected defined benefit pension plans is determined by a formula that takes<br />

into account the participants’ years of credited service and average compensation. The freeze will take effect in two stages.<br />

Beginning on January 1, 2016, the pay-based component of the formula used to determine retirement benefits is frozen so<br />

that future pay increases, annual incentive bonuses or other amounts earned for or related to periods after December 31, 2015<br />

are not used to calculate retirement benefits. On January 1, 2020, the service-based component of the formula used to<br />

determine retirement benefits will also be frozen so that participants will no longer earn further credited service for any<br />

period after December 31, 2019. When the freeze is complete, the majority of our salaried employees will have transitioned<br />

to an enhanced defined contribution retirement savings plan. As part of the November 6, 2015 acquisition of Sikorsky, we<br />

established a new open defined benefit pension plan for Sikorsky’s union workforce that provides benefits for their<br />

prospective service with us. The Sikorsky salaried employees participate in a defined contribution plan. We did not transfer<br />

any legacy pension liability from UTC.<br />

We have made contributions to trusts established to pay future benefits to eligible retirees and dependents, including<br />

Voluntary Employees’ Beneficiary Association trusts and 401(h) accounts, the assets of which will be used to pay expenses<br />

of certain retiree medical plans. We use December 31 as the measurement date. Benefit obligations as of the end of each year<br />

reflect assumptions in effect as of those dates. Net periodic benefit cost is based on assumptions in effect at the end of the<br />

respective preceding year.<br />

The rules related to accounting for postretirement benefit plans under GAAP require us to recognize on a plan-by-plan<br />

basis the funded status of our postretirement benefit plans as either an asset or a liability on our Balance Sheets. There is a<br />

corresponding non-cash adjustment to accumulated other comprehensive loss, net of tax benefits recorded as deferred tax<br />

assets, in stockholders’ equity. The funded status is measured as the difference between the fair value of the plan’s assets and<br />

the benefit obligation of the plan.<br />

92


The net periodic benefit cost recognized each year included the following (in millions):<br />

Qualified Defined<br />

Benefit Pension Plans (a)<br />

Retiree Medical and<br />

Life Insurance Plans<br />

2015 2014 2013 2015 2014 2013<br />

Service cost $ 875 $ 903 $ 1,142 $ 21 $ 22 $ 27<br />

Interest cost 1,791 1,912 1,800 110 123 116<br />

Expected return on plan assets (2,734) (2,693) (2,485) (147) (146) (145)<br />

Recognized net actuarial losses 1,599 1,173 1,410 43 23 44<br />

Amortization of net prior service (credit) cost (389) (151) 81 4 4 (17)<br />

Total net periodic benefit cost $ 1,142 $ 1,144 $ 1,948 $ 31 $ 26 $ 25<br />

(a)<br />

Total net periodic benefit cost associated with our qualified defined benefit plans represents pension expense calculated in accordance<br />

with GAAP (FAS pension expense). We are required to calculate pension expense in accordance with both GAAP and CAS rules,<br />

each of which results in a different calculated amount of pension expense. The CAS pension cost is recovered through the pricing of<br />

our products and services on U.S. Government contracts and, therefore, is recognized in net sales and cost of sales for products and<br />

services. We include the difference between FAS pension expense and CAS pension cost, referred to as the FAS/CAS pension<br />

adjustment, as a component of other unallocated, net on our Statements of Earnings. The FAS/CAS pension adjustment, which was<br />

income of $471 million in 2015; income of $376 million in 2014; and expense of $482 million in 2013, effectively adjusts the amount<br />

of CAS pension cost in the business segment operating profit so that pension expense recorded on our Statements of Earnings is equal<br />

to FAS pension expense.<br />

The following table provides a reconciliation of benefit obligations, plan assets and unfunded status related to our<br />

qualified defined benefit pension plans and our retiree medical and life insurance plans (in millions):<br />

Qualified Defined Benefit<br />

Pension Plans<br />

Retiree Medical and<br />

Life Insurance Plans<br />

2015 2014 2015 2014<br />

Change in benefit obligation<br />

Beginning balance $ 45,882 $ 42,161 $ 3,034 $ 2,823<br />

Service cost 875 903 21 22<br />

Interest cost 1,791 1,912 110 123<br />

Benefits paid (a) (2,055) (2,399) (307) (352)<br />

Actuarial losses (gains) (1,988) 4,493 (170) (40)<br />

New longevity assumptions (834) 3,390 (77) 266<br />

Plan amendments and acquisitions (b) 31 (4,578) 157 5<br />

Medicare Part D subsidy — — 14 26<br />

Participants’ contributions — — 101 161<br />

Ending balance $ 43,702 $ 45,882 $ 2,883 $ 3,034<br />

Change in plan assets<br />

Beginning balance at fair value $ 34,673 $ 33,010 $ 1,932 $ 1,921<br />

Actual return on plan assets (527) 2,062 (27) 126<br />

Benefits paid (a) (2,055) (2,399) (307) (352)<br />

Company contributions 5 2,000 100 50<br />

Medicare Part D subsidy — — 14 26<br />

Participants’ contributions — — 101 161<br />

Ending balance at fair value $ 32,096 $ 34,673 $ 1,813 $ 1,932<br />

Unfunded status of the plans $ (11,606) $(11,209) $(1,070) $ (1,102)<br />

(a)<br />

(b)<br />

Benefits paid in 2014 for qualified defined benefit pension plans include $427 million in the form of lump-sum settlement payments to<br />

former employees who had not commenced receiving their vested benefit payments. The corresponding benefit obligation that was<br />

released was $529 million. The settlement payments had no impact on our 2014 FAS pension expense and CAS pension cost.<br />

The June 2014 plan amendment which resulted in freezing the pay-based component of the formula used to determine retirement<br />

benefits under the affected plans reduced our qualified defined benefit pension obligations by $4.6 billion, which resulted in a<br />

corresponding reduction, net of tax, in the accumulated other comprehensive loss (AOCL) component of stockholders’ equity. This<br />

amount is being recognized as a reduction of net periodic benefit cost (i.e., amortization of net prior service credit) over the estimated<br />

remaining service period of the covered employees, which is approximately 10 years and began in the third quarter of 2014. The<br />

November 2015 acquisition of Sikorsky increased our qualified defined benefit pension obligations by about $30 million.<br />

93


The following table provides amounts recognized on our Balance Sheets related to our qualified defined benefit pension<br />

plans and our retiree medical and life insurance plans (in millions):<br />

Qualified Defined Benefit<br />

Pension Plans<br />

Retiree Medical and<br />

Life Insurance Plans<br />

2015 2014 2015 2014<br />

Prepaid pension asset $ 201 $ 204 $ — $ —<br />

Accrued postretirement benefit liabilities (11,807) (11,413) (1,070) (1,102)<br />

Accumulated other comprehensive loss (pre-tax) related to:<br />

Net actuarial losses 19,632 20,794 627 741<br />

Prior service (credit) cost (3,565) (3,985) 167 14<br />

Total (a) $16,067 $16,809 $ 794 $ 755<br />

(a)<br />

Accumulated other comprehensive loss related to postretirement benefit plans, after tax, of $11.3 billion and $11.8 billion at<br />

December 31, 2015 and 2014 (Note 12) includes $16.1 billion ($10.4 billion after tax) and $16.8 billion ($10.8 billion after tax) for<br />

qualified defined benefit pension plans, $794 million ($514 million after tax) and $755 million ($488 million after tax) for retiree<br />

medical and life insurance plans and $620 million ($408 million after tax) and $692 million ($460 million after tax) for other plans.<br />

The accumulated benefit obligation (ABO) for all qualified defined benefit pension plans was $43.5 billion and<br />

$45.2 billion at December 31, 2015 and 2014, of which $43.4 billion and $45.0 billion related to plans where the ABO was in<br />

excess of plan assets. The ABO represents benefits accrued without assuming future compensation increases to plan<br />

participants. Certain key information related to our qualified defined benefit pension plans as of December 31, 2015 and<br />

2014 is as follows (in millions):<br />

2015 2014<br />

Plans where ABO was in excess of plan assets<br />

Projected benefit obligation $ 43,575 $ 45,741<br />

Less: fair value of plan assets 31,768 34,328<br />

Unfunded status of plans (a) (11,807) (11,413)<br />

Plans where ABO was less than plan assets<br />

Projected benefit obligation 127 141<br />

Less: fair value of plan assets 328 345<br />

Funded status of plans (b) $ 201 $ 204<br />

(a)<br />

(b)<br />

Represent accrued pension liabilities, which are included on our Balance Sheets.<br />

Represent prepaid pension assets, which are included on our Balance Sheets in other noncurrent assets.<br />

We also sponsor nonqualified defined benefit plans to provide benefits in excess of qualified plan limits. The aggregate<br />

liabilities for these plans at December 31, 2015 and 2014 were $1.2 billion and $1.1 billion, which also represent the plans’<br />

unfunded status. We have set aside certain assets totaling $421 million and $397 million as of December 31, 2015 and 2014<br />

in a separate trust which we expect to be used to pay obligations under our nonqualified defined benefit plans. In accordance<br />

with GAAP, those assets may not be used to offset the amount of the benefit obligation similar to the postretirement benefit<br />

plans in the table above. The unrecognized net actuarial losses at December 31, 2015 and 2014 were $632 million and<br />

$662 million. The unrecognized prior service credit at December 31, 2015 was $95 million and was $121 million at<br />

December 31, 2014. The expense associated with these plans totaled $117 million in 2015, $115 million in 2014 and<br />

$108 million in 2013. We also sponsor a small number of other postemployment plans and foreign benefit plans. The<br />

aggregate liability for the other postemployment plans was $70 million and $88 million as of December 31, 2015 and 2014.<br />

The expense for the other postemployment plans, as well as the liability and expense associated with the foreign benefit<br />

plans, was not material to our results of operations, financial position or cash flows. The actuarial assumptions used to<br />

determine the benefit obligations and expense associated with our nonqualified defined benefit plans and postemployment<br />

plans are similar to those assumptions used to determine the benefit obligations and expense related to our qualified defined<br />

benefit pension plans and retiree medical and life insurance plans as described below.<br />

94


The following table provides the amounts recognized in other comprehensive income (loss) related to postretirement<br />

benefit plans, net of tax, for the years ended December 31, 2015, 2014 and 2013 (in millions):<br />

Incurred but Not Yet<br />

Recognized in Net<br />

Periodic Benefit Cost<br />

Recognition of<br />

Previously<br />

Deferred Amounts<br />

2015 2014 2013 2015 2014 2013<br />

Gains (losses)<br />

(Gains) losses<br />

Actuarial gains and losses<br />

Qualified defined benefit pension plans $(291) $(5,505) $2,751 $1,034 $758 $ 911<br />

Retiree medical and life insurance plans 46 (160) 140 28 15 28<br />

Other plans 21 (245) 46 47 33 34<br />

(224) (5,910) 2,937 1,109 806 973<br />

Credit (cost)<br />

(Credit) cost<br />

Net prior service credit and cost<br />

Qualified defined benefit pension plans (18) 2,959 (69) (251) (98) 53<br />

Retiree medical and life insurance plans (102) (3) — 2 3 (11)<br />

Other plans (7) 84 — (10) (5) —<br />

(127) 3,040 (69) (259) (100) 42<br />

$(351) $(2,870) $2,868 $ 850 $706 $1,015<br />

We expect that approximately $1.1 billion, or about $693 million net of tax, of actuarial losses and net prior service<br />

credit related to postretirement benefit plans included in accumulated other comprehensive loss at the end of 2015 to be<br />

recognized in net periodic benefit cost during 2016. Of this amount, $1.0 billion, or $629 million net of tax, relates to our<br />

qualified defined benefit plans and is included in our expected 2016 pension expense of $1.0 billion.<br />

Actuarial Assumptions<br />

The actuarial assumptions used to determine the benefit obligations at December 31 of each year and to determine the<br />

net periodic benefit cost for each subsequent year, were as follows:<br />

Qualified Defined Benefit<br />

Pension Plans<br />

Retiree Medical and<br />

Life Insurance Plans<br />

2015 2014 2013 2015 2014 2013<br />

Discount rate 4.375% 4.00% 4.75% 4.25% 3.75% 4.50%<br />

Expected long-term rate of return on assets 8.00% 8.00% 8.00% 8.00% 8.00% 8.00%<br />

Rate of increase in future compensation levels 4.50% 4.30% 4.30%<br />

Health care trend rate assumed for next year 9.00% 8.50% 8.75%<br />

Ultimate health care trend rate 5.00% 5.00% 5.00%<br />

Year that the ultimate health care trend rate is reached 2032 2029 2029<br />

The increase in the discount rate from December 31, 2014 to December 31, 2015 resulted in a decrease in the projected<br />

benefit obligations of our qualified defined benefit pension plans of approximately $2.1 billion at December 31, 2015. The<br />

decrease in the discount rate from December 31, 2013 to December 31, 2014 resulted in an increase in the projected benefit<br />

obligations of our qualified defined benefit pension plans of approximately $4.8 billion at December 31, 2014.<br />

The long-term rate of return assumption represents the expected long-term rate of earnings on the funds invested, or to<br />

be invested, to provide for the benefits included in the benefit obligations. That assumption is based on several factors<br />

including historical market index returns, the anticipated long-term allocation of plan assets, the historical return data for the<br />

trust funds, plan expenses and the potential to outperform market index returns.<br />

Plan Assets<br />

Investment policies and strategies – Lockheed Martin Investment Management Company (LMIMCo), our whollyowned<br />

subsidiary, has the fiduciary responsibility for making investment decisions related to the assets of our postretirement<br />

benefit plans. LMIMCo’s investment objectives for the assets of these plans are (1) to minimize the net present value of<br />

95


expected funding contributions; (2) to ensure there is a high probability that each plan meets or exceeds our actuarial longterm<br />

rate of return assumptions; and (3) to diversify assets to minimize the risk of large losses. The nature and duration of<br />

benefit obligations, along with assumptions concerning asset class returns and return correlations, are considered when<br />

determining an appropriate asset allocation to achieve the investment objectives.<br />

Investment policies and strategies governing the assets of the plans are designed to achieve investment objectives within<br />

prudent risk parameters. Risk management practices include the use of external investment managers; the maintenance of a<br />

portfolio diversified by asset class, investment approach and security holdings; and the maintenance of sufficient liquidity to<br />

meet benefit obligations as they come due.<br />

LMIMCo’s investment policies require that asset allocations of postretirement benefit plans be maintained within the<br />

following approximate ranges:<br />

Asset Allocation<br />

Asset Class<br />

Ranges<br />

Cash and cash equivalents 0-20%<br />

Equity 15-65%<br />

Fixed income 10-60%<br />

Alternative investments:<br />

Private equity funds 0-15%<br />

Real estate funds 0-10%<br />

Hedge funds 0-20%<br />

Commodities 0-25%<br />

Fair value measurements – The rules related to accounting for postretirement benefit plans under GAAP require<br />

certain fair value disclosures related to postretirement benefit plan assets, even though those assets are not included on our<br />

Balance Sheets. The following table presents the fair value of the assets (in millions) of our qualified defined benefit pension<br />

plans and retiree medical and life insurance plans by asset category and their level within the fair value hierarchy, which has<br />

three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based<br />

on quoted prices in active markets for identical assets, Level 2 refers to fair values estimated using significant other<br />

observable inputs and Level 3 includes fair values estimated using significant unobservable inputs.<br />

December 31, 2015 December 31, 2014<br />

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3<br />

Cash and cash equivalents (a) $ 2,658 $ 2,658 $ — $ — $ 2,968 $ 2,968 $ — $ —<br />

Equity (a) :<br />

U.S. equity securities 4,790 4,771 19 — 6,431 6,363 67 1<br />

International equity securities 6,121 6,087 24 10 5,566 5,525 31 10<br />

Commingled equity funds 1,935 614 1,321 — 6,078 2,047 4,031 —<br />

Fixed income (a) :<br />

Corporate debt securities 3,929 — 3,914 15 4,242 — 4,201 41<br />

U.S. Government securities 5,069 — 5,069 — 4,579 — 4,579 —<br />

U.S. Government-sponsored<br />

enterprise securities 1,377 — 1,377 — 613 — 613 —<br />

Other fixed income investments 3,252 — 3,246 6 1,807 39 1,759 9<br />

Alternative investments:<br />

Private equity funds 3,131 — — 3,131 2,952 — — 2,952<br />

Real estate funds 1,108 — 92 1,016 762 — 33 729<br />

Hedge funds 522 — 167 355 570 — 66 504<br />

Commodities (a) (26) 1 (27) — 2 2 — —<br />

Total $33,866 $14,131 $15,202 $4,533 $36,570 $16,944 $15,380 $4,246<br />

Receivables, net 43 35<br />

Total $33,909 $36,605<br />

(a)<br />

Cash and cash equivalents, equity securities, fixed income securities and commodities included derivative assets and liabilities whose<br />

fair values were not material as of December 31, 2015 and 2014. LMIMCO’s investment policies restrict the use of derivatives to<br />

either establish long exposures for purposes of expediency or capital efficiency or to hedge risks to the extent of a plan’s current<br />

exposure to such risks. Most derivative transactions are settled on a daily basis.<br />

96


As of December 31, 2015 and 2014, the assets associated with our foreign defined benefit pension plans were not<br />

material and have not been included in the table above.<br />

The following table presents the changes during 2015 and 2014 in the fair value of plan assets categorized as Level 3 in<br />

the preceding table (in millions):<br />

Private<br />

Equity<br />

Funds<br />

Real<br />

Estate<br />

Funds<br />

Hedge<br />

Funds Other Total<br />

Balance at January 1, 2014 $2,601 $572 $ 505 $145 $3,823<br />

Actual return on plan assets:<br />

Realized gains, net 182 43 34 1 260<br />

Unrealized gains (losses), net 38 22 (11) (21) 28<br />

Purchases, sales and settlements, net 131 92 (24) 8 207<br />

Transfers out of Level 3, net — — — (72) (72)<br />

Balance at December 31, 2014 $2,952 $729 $ 504 $61 $4,246<br />

Actual return on plan assets:<br />

Realized gains, net 315 84 23 (12) 410<br />

Unrealized (losses) gains, net (163) 20 5 7 (131)<br />

Purchases, sales and settlements, net 27 183 (177) (22) 11<br />

Transfers out of Level 3, net — — — (3) (3)<br />

Balance at December 31, 2015 $3,131 $1,016 $ 355 $ 31 $4,533<br />

Valuation techniques – Cash equivalents are mostly comprised of short-term money-market instruments and are valued<br />

at cost, which approximates fair value.<br />

U.S. equity securities and international equity securities categorized as Level 1 are traded on active national and<br />

international exchanges and are valued at their closing prices on the last trading day of the year. For U.S. equity securities<br />

and international equity securities not traded on an active exchange, or if the closing price is not available, the trustee obtains<br />

indicative quotes from a pricing vendor, broker or investment manager. These securities are categorized as Level 2 if the<br />

custodian obtains corroborated quotes from a pricing vendor or categorized as Level 3 if the custodian obtains<br />

uncorroborated quotes from a broker or investment manager.<br />

Commingled equity funds are investment vehicles valued using the Net Asset Value (NAV) provided by the fund<br />

managers. The NAV is the total value of the fund divided by the number of shares outstanding. Commingled equity funds are<br />

categorized as Level 1 if traded at their NAV on a nationally recognized securities exchange or categorized as Level 2 if the<br />

NAV is corroborated by observable market data (e.g., purchases or sales activity) and we are able to redeem our investment<br />

in the near-term.<br />

Fixed income investments categorized as Level 2 are valued by the trustee using pricing models that use verifiable<br />

observable market data (e.g., interest rates and yield curves observable at commonly quoted intervals and credit spreads),<br />

bids provided by brokers or dealers or quoted prices of securities with similar characteristics. Fixed income investments are<br />

categorized at Level 3 when valuations using observable inputs are unavailable. The trustee obtains pricing based on<br />

indicative quotes or bid evaluations from vendors, brokers or the investment manager.<br />

Private equity funds, real estate funds and hedge funds are valued using the NAV based on valuation models of<br />

underlying securities which generally include significant unobservable inputs that cannot be corroborated using verifiable<br />

observable market data. Valuations for private equity funds and real estate funds are determined by the general partners.<br />

Depending on the nature of the assets, the general partners may use various valuation methodologies, including the income<br />

and market approaches in their models. The market approach consists of analyzing market transactions for comparable assets<br />

while the income approach uses earnings or the net present value of estimated future cash flows adjusted for liquidity and<br />

other risk factors. Hedge funds are valued by independent administrators using various pricing sources and models based on<br />

the nature of the securities. Private equity funds, real estate funds and hedge funds are generally categorized as Level 3 as we<br />

cannot fully redeem our investment in the near-term.<br />

Commodities are traded on an active commodity exchange and are valued at their closing prices on the last trading day<br />

of the year.<br />

97


Contributions and Expected Benefit Payments<br />

The funding of our qualified defined benefit pension plans is determined in accordance with ERISA, as amended by the<br />

PPA, and in a manner consistent with CAS and Internal Revenue Code rules. In 2015, we made $5 million in contributions to<br />

our new Sikorsky bargained qualified defined benefit pension plan and we plan to make approximately $25 million in<br />

contributions to this plan in 2016.<br />

The following table presents estimated future benefit payments, which reflect expected future employee service, as of<br />

December 31, 2015 (in millions):<br />

2016 2017 2018 2019 2020 2021 - 2025<br />

Qualified defined benefit pension plans $2,160 $2,240 $2,320 $2,410 $2,500 $13,670<br />

Retiree medical and life insurance plans 190 190 200 200 200 940<br />

Defined Contribution Plans<br />

We maintain a number of defined contribution plans, most with 401(k) features, that cover substantially all of our<br />

employees. Under the provisions of our 401(k) plans, we match most employees’ eligible contributions at rates specified in<br />

the plan documents. Our contributions were $393 million in 2015, $385 million in 2014 and $383 million in 2013, the<br />

majority of which were funded in our common stock. Our defined contribution plans held approximately 40.0 million and<br />

41.7 million shares of our common stock as of December 31, 2015 and 2014.<br />

Note 12 – Stockholders’ Equity<br />

At December 31, 2015 and 2014, our authorized capital was composed of 1.5 billion shares of common stock and<br />

50 million shares of series preferred stock. Of the 305 million shares of common stock issued and outstanding as of<br />

December 31, 2015, 303 million shares were considered outstanding for Balance Sheet presentation purposes; the remaining<br />

shares were held in a separate trust. Of the 316 million shares of common stock issued and outstanding as of December 31,<br />

2014, 314 million shares were considered outstanding for Balance Sheet presentation purposes; the remaining shares were<br />

held in a separate trust. No shares of preferred stock were issued and outstanding at December 31, 2015 or 2014.<br />

Repurchases of Common Stock<br />

During 2015, we repurchased 15.2 million shares of our common stock for $3.1 billion. During 2014 and 2013, we paid<br />

$1.9 billion and $1.8 billion to repurchase 11.5 million and 16.2 million shares of our common stock.<br />

On September 24, 2015, our Board of Directors approved a $3.0 billion increase to our share repurchase program.<br />

Inclusive of this increase, the total remaining authorization for future common share repurchases under our program was<br />

$3.6 billion as of December 31, 2015. As we repurchase our common shares, we reduce common stock for the $1 of par<br />

value of the shares repurchased, with the excess purchase price over par value recorded as a reduction of additional paid-in<br />

capital. Due to the volume of repurchases made under our share repurchase program, additional paid-in capital was reduced<br />

to zero, with the remainder of the excess purchase price over par value of $2.4 billion and $1.1 billion recorded as a reduction<br />

of retained earnings in 2015 and 2014.<br />

We paid dividends totaling $1.9 billion ($6.15 per share) in 2015, $1.8 billion ($5.49 per share) in 2014 and $1.5 billion<br />

($4.78 per share) in 2013. We have increased our quarterly dividend rate in each of the last three years, including a<br />

10% increase in the quarterly dividend rate in the fourth quarter of 2015. We declared quarterly dividends of $1.50 per share<br />

during each of the first three quarters of 2015 and $1.65 per share during the fourth quarter of 2015; $1.33 per share during<br />

each of the first three quarters of 2014 and $1.50 per share during the fourth quarter of 2014; and $1.15 per share during each<br />

of the first three quarters of 2013 and $1.33 per share during the fourth quarter of 2013.<br />

98


Accumulated Other Comprehensive Loss<br />

Changes in the balance of AOCL, net of income taxes, consisted of the following (in millions):<br />

Postretirement<br />

Benefit Plans Other, net AOCL<br />

Balance at December 31, 2012 (a) $(13,532) $ 39 $(13,493)<br />

Other comprehensive income before reclassifications 2,868 11 2,879<br />

Amounts reclassified from AOCL<br />

Recognition of net actuarial losses 973 — 973<br />

Amortization of net prior service costs 42 — 42<br />

Other — (2) (2)<br />

Total reclassified from AOCL 1,015 (2) 1,013<br />

Total other comprehensive income 3,883 9 3,892<br />

Balance at December 31, 2013 (a) (9,649) 48 (9,601)<br />

Other comprehensive loss before reclassifications (2,870) (103) (2,973)<br />

Amounts reclassified from AOCL<br />

Recognition of net actuarial losses 806 — 806<br />

Amortization of net prior service credits (100) — (100)<br />

Other — (2) (2)<br />

Total reclassified from AOCL 706 (2) 704<br />

Total other comprehensive loss (2,164) (105) (2,269)<br />

Balance at December 31, 2014 (a) (11,813) (57) (11,870)<br />

Other comprehensive loss before reclassifications (351) (73) (424)<br />

Amounts reclassified from AOCL<br />

Recognition of net actuarial losses 1,109 — 1,109<br />

Amortization of net prior service credits (259) — (259)<br />

Other — — —<br />

Total reclassified from AOCL 850 — 850<br />

Total other comprehensive loss 499 (73) 426<br />

Balance at December 31, 2015 (a) $(11,314) $ (130) $(11,444)<br />

(a)<br />

AOCL related to postretirement benefit plans is shown net of tax benefits at December 31, 2015, 2014 and 2013 of $6.2 billion,<br />

$6.4 billion and $5.3 billion. These tax benefits include amounts recognized on our income tax returns as current deductions and<br />

deferred income taxes, which will be recognized on our tax returns in future years. See Note 9 and Note 11 for more information on<br />

our income taxes and postretirement benefit plans.<br />

Note 13 – Stock-Based Compensation<br />

During 2015, 2014 and 2013, we recorded non-cash stock-based compensation expense totaling $138 million,<br />

$164 million and $189 million, which is included as a component of other unallocated, net on our Statements of Earnings.<br />

The net impact to earnings for the respective years was $90 million, $107 million and $122 million.<br />

As of December 31, 2015, we had $79 million of unrecognized compensation cost related to nonvested awards, which is<br />

expected to be recognized over a weighted average period of 1.7 years. We received cash from the exercise of stock options<br />

totaling $174 million, $308 million and $827 million during 2015, 2014 and 2013. In addition, our income tax liabilities for<br />

2015, 2014 and 2013 were reduced by $213 million, $215 million, $158 million due to recognized tax benefits on stockbased<br />

compensation arrangements.<br />

Stock-Based Compensation Plans<br />

Under plans approved by our stockholders, we are authorized to grant key employees stock-based incentive awards,<br />

including options to purchase common stock, stock appreciation rights, restricted stock units (RSUs), performance stock<br />

units (PSUs) or other stock units. The exercise price of options to purchase common stock may not be less than the fair<br />

market value of our stock on the date of grant. No award of stock options may become fully vested prior to the third<br />

anniversary of the grant and no portion of a stock option grant may become vested in less than one year. The minimum<br />

vesting period for restricted stock or stock units payable in stock is three years. Award agreements may provide for shorter or<br />

pro-rated vesting periods or vesting following termination of employment in the case of death, disability, divestiture,<br />

retirement, change of control or layoff. The maximum term of a stock option or any other award is 10 years.<br />

99


At December 31, 2015, inclusive of the shares reserved for outstanding stock options, RSUs and PSUs, we had<br />

approximately 15 million shares reserved for issuance under the plans. At December 31, 2015, approximately 7 million of the<br />

shares reserved for issuance remained available for grant under our stock-based compensation plans. We issue new shares<br />

upon the exercise of stock options or when restrictions on RSUs and PSUs have been satisfied.<br />

RSUs<br />

The following table summarizes activity related to nonvested RSUs during 2015:<br />

Number<br />

of RSUs<br />

(In thousands)<br />

Weighted Average<br />

Grant-Date Fair<br />

Value Per Share<br />

Nonvested at December 31, 2012 4,822 $ 79.10<br />

Granted 1,356 89.24<br />

Vested (2,093) 79.26<br />

Forfeited (226) 81.74<br />

Nonvested at December 31, 2013 3,859 $ 82.42<br />

Granted 745 146.85<br />

Vested (2,194) 87.66<br />

Forfeited (84) 91.11<br />

Nonvested at December 31, 2014 2,326 $ 97.80<br />

Granted 595 192.47<br />

Vested (1,642) 103.30<br />

Forfeited (43) 132.28<br />

Nonvested at December 31, 2015 1,236 $ 134.87<br />

In January 2015, we granted certain employees approximately 0.6 million restricted stock units (RSUs) with a grant-date<br />

fair value of $192.28 per RSU. The grant-date fair value of these RSUs is equal to the closing market price of our common<br />

stock on the grant date less a discount to reflect the delay in payment of dividend-equivalent cash payments that are made<br />

only upon vesting, which is generally three years from the grant date. We recognize the grant-date fair value of RSUs, less<br />

estimated forfeitures, as compensation expense ratably over the requisite service period, which is shorter than the vesting<br />

period if the employee is retirement eligible on the date of grant or will become retirement eligible before the end of the<br />

vesting period.<br />

Stock Options<br />

We generally recognize compensation cost for stock options ratably over the three-year vesting period. At December 31,<br />

2015 and 2014, there were 4.2 million (weighted average exercise price of $86.61) and 6.3 million (weighted average<br />

exercise price of $84.62) stock options outstanding. Stock options outstanding at December 31, 2015 have a weighted<br />

average remaining contractual life of approximately four years and an aggregate intrinsic value of $544 million. Of the stock<br />

options outstanding, 4.2 million (weighted average exercise price of $86.61) have vested as of December 31, 2015 and those<br />

stock options have a weighted average remaining contractual life of approximately four years and an aggregate intrinsic<br />

value of $544 million. There were 2.2 million (weighted average exercise price of $80.77) stock options exercised during<br />

2015. We did not grant stock options to employees during 2015 and 2014.<br />

The following table pertains to stock options granted in 2012, in addition to stock options that vested and were exercised<br />

in 2015, 2014 and 2013 (in millions, except for weighted-average grant-date fair value of stock options granted):<br />

2015 2014 2013<br />

Weighted average grant-date fair value of stock options granted $— $— $—<br />

Grant-date fair value of all stock options that vested 8 18 40<br />

Intrinsic value of all stock options exercised 265 297 293<br />

In 2012, we estimated the fair value for stock options at the date of grant using the Black-Scholes option pricing model,<br />

which required us to make certain assumptions. We used the following weighted average assumptions in the model: risk-free<br />

interest rate of 0.78%, dividend yield of 5.40%, a five year historical volatility factor of 0.28 and an expected option life of<br />

five years.<br />

100


PSUs<br />

In January 2015, we granted certain employees PSUs with an aggregate target award of approximately 0.2 million shares<br />

of our common stock. The PSUs vest three years from the grant date based on continuous service, with the number of shares<br />

earned (0% to 200% of the target award) depending upon the extent to which we achieve certain financial and market<br />

performance targets measured over the period from January 1, 2015 through December 31, 2017. About half of the PSUs<br />

were valued at $192.28 per PSU in a manner similar to RSUs mentioned above as the financial targets are based on our<br />

operating results. We recognize the grant-date fair value of these PSUs, less estimated forfeitures, as compensation expense<br />

ratably over the vesting period based on the number of awards expected to vest at each reporting date. The remaining PSUs<br />

were valued at $188.96 per PSU using a Monte Carlo model as the performance target is related to our total shareholder<br />

return relative to our peer group. We recognize the grant-date fair value of these awards, less estimated forfeitures, as<br />

compensation expense ratably over the vesting period.<br />

Note 14 – Legal Proceedings, Commitments and Contingencies<br />

We are a party to or have property subject to litigation and other proceedings that arise in the ordinary course of our<br />

business, including matters arising under provisions relating to the protection of the environment and are subject to<br />

contingencies related to certain businesses we previously owned. These types of matters could result in fines, penalties,<br />

compensatory or treble damages or non-monetary sanctions or relief. We believe the probability is remote that the outcome<br />

of each of these matters, including the legal proceedings described below, will have a material adverse effect on the<br />

Corporation as a whole, notwithstanding that the unfavorable resolution of any matter may have a material effect on our net<br />

earnings in any particular interim reporting period. Among the factors that we consider in this assessment are the nature of<br />

existing legal proceedings and claims, the asserted or possible damages or loss contingency (if estimable), the progress of the<br />

case, existing law and precedent, the opinions or views of legal counsel and other advisers, our experience in similar cases<br />

and the experience of other companies, the facts available to us at the time of assessment and how we intend to respond to<br />

the proceeding or claim. Our assessment of these factors may change over time as individual proceedings or claims progress.<br />

Although we cannot predict the outcome of legal or other proceedings with certainty, where there is at least a reasonable<br />

possibility that a loss may have been incurred, GAAP requires us to disclose an estimate of the reasonably possible loss or<br />

range of loss or make a statement that such an estimate cannot be made. We follow a thorough process in which we seek to<br />

estimate the reasonably possible loss or range of loss, and only if we are unable to make such an estimate do we conclude<br />

and disclose that an estimate cannot be made. Accordingly, unless otherwise indicated below in our discussion of legal<br />

proceedings, a reasonably possible loss or range of loss associated with any individual legal proceeding cannot be estimated.<br />

Legal Proceedings<br />

As a result of our acquisition of Sikorsky, we have assumed the defense of and any potential liability for the following<br />

civil False Claims Act lawsuit. In October 2014, the U.S. Government filed a complaint in the U.S. District Court for the<br />

Eastern District of Wisconsin alleging that Sikorsky and two of its wholly-owned subsidiaries, Derco Aerospace (Derco) and<br />

Sikorsky Support Services, Inc. (SSSI), violated the civil False Claims Act in connection with a contract that the U.S. Navy<br />

awarded to SSSI in June 2006 to support the Navy’s T-34 and T-44 fixed-wing turboprop training aircraft. SSSI<br />

subcontracted with Derco primarily to procure and manage the spare parts for the training aircraft. The Government alleges<br />

that SSSI overbilled the Navy on the contract because Derco added profit and overhead costs to the price of the spare parts<br />

that Derco procured and then sold to SSSI. The Government also claims that SSSI submitted false Certificates of Final<br />

Indirect Costs in the years 2006 through 2012.<br />

The Government’s complaint asserts numerous claims for violations of the False Claims Act, breach of contract and<br />

unjust enrichment. In a late April 2015 court filing, the Government disclosed that it seeks damages of approximately<br />

$45 million, subject to trebling, plus statutory penalties of approximately $13 million, all totaling approximately<br />

$147 million. We believe that we have substantial legal and factual defenses to the government’s claims. Although we<br />

continue to evaluate liability and exposure, we do not currently believe that it is probable that we will incur a material loss.<br />

If, contrary to our expectations, the Government prevails in this matter and proves damages at the high end of the range<br />

sought and is successful in having these trebled, the outcome could have an adverse effect on our results of operations in the<br />

period in which a liability is recognized and on our cash flows for the period in which any damages are paid.<br />

Additionally, by letter dated July 13, 2015, the United States Department of Justice notified Sikorsky that it had opened<br />

a criminal investigation into this matter, and requested that Sikorsky and its two subsidiaries voluntarily produce documents.<br />

Sikorsky and its subsidiaries cooperated fully in the investigation. On February 4, 2016, we were informed that the<br />

Department of Justice is closing the criminal investigation with no action to the corporate entities or individuals.<br />

101


On April 24, 2009, we filed a declaratory judgment action against the New York Metropolitan Transportation Authority<br />

and its Capital Construction Company (collectively, the MTA) asking the U.S. District Court for the Southern District of<br />

New York to find that the MTA is in material breach of our agreement based on the MTA’s failure to provide access to sites<br />

where work must be performed and the customer-furnished equipment necessary to complete the contract. The MTA filed an<br />

answer and counterclaim alleging that we breached the contract and subsequently terminated the contract for alleged default.<br />

The primary damages sought by the MTA are the cost to complete the contract and potential re-procurement costs. While we<br />

are unable to estimate the cost of another contractor to complete the contract and the costs of re-procurement, we note that<br />

our contract with the MTA had a total value of $323 million, of which $241 million was paid to us, and that the MTA is<br />

seeking damages of approximately $190 million. We dispute the MTA’s allegations and are defending against them.<br />

Additionally, following an investigation, our sureties on a performance bond related to this matter, who were represented by<br />

independent counsel, concluded that the MTA’s termination of the contract was improper. Finally, our declaratory judgment<br />

action was later amended to include claims for monetary damages against the MTA of approximately $95 million. This<br />

matter was taken under submission by the District Court in December 2014, after a five-week bench trial and the filing of<br />

post-trial pleadings by the parties. We expect a decision in 2016.<br />

We have reached an agreement to settle with the U.S. Department of Justice (DOJ) and the qui tam relators two lawsuits<br />

in which the DOJ filed complaints in partial intervention on August 28, 2003. The lawsuits, United States ex rel. Natural<br />

Resources Defense Council, et al., v. Lockheed Martin Corporation, et al., and United States ex rel. John D. Tillson v.<br />

Lockheed Martin Energy Systems, Inc., et al., were filed by the relators in 1999 under the civil qui tam provisions of the<br />

False Claims Act in the U.S. District Court for the Western District of Kentucky and alleged that we committed violations of<br />

the Resource Conservation and Recovery Act (RCRA) at the Paducah Gaseous Diffusion Plant by not properly handling,<br />

storing and transporting hazardous waste and that we violated the False Claims Act by misleading Department of Energy<br />

officials and state regulators about the nature and extent of environmental noncompliance at the plant. The parties are<br />

finalizing the terms of the settlement agreement, which is considered a tentative agreement until it is formally approved by<br />

the United States Government. The amount of the settlement is not material. We believe that we have substantial defenses to<br />

all of the allegations and have agreed to settle the case to avoid the costs of further litigation of this matter which has been<br />

ongoing in excess of sixteen years. We will admit no liability or wrongdoing in resolving the matter. See Item 3 - Legal<br />

Proceedings of our Annual Report on Form 10-K for the year ended December 31, 2015 for additional information.<br />

Environmental Matters<br />

We are involved in environmental proceedings and potential proceedings relating to soil and groundwater<br />

contamination, disposal of hazardous waste and other environmental matters at several of our current or former facilities or at<br />

third-party sites where we have been designated as a potentially responsible party (PRP). A substantial portion of<br />

environmental costs will be included in our net sales and cost of sales in future periods pursuant to U.S. Government<br />

regulations. At the time a liability is recorded for future environmental costs, we record a receivable for estimated future<br />

recovery considered probable through the pricing of products and services to agencies of the U.S. Government, regardless of<br />

the contract form (e.g., cost-reimbursable, fixed-price). We continuously evaluate the recoverability of our environmental<br />

receivables by assessing, among other factors, U.S. Government regulations, our U.S. Government business base and<br />

contract mix and our history of receiving reimbursement of such costs. We include the portion of those environmental costs<br />

expected to be allocated to our non-U.S. Government contracts, or that is determined to not be recoverable under U.S.<br />

Government contracts, in our cost of sales at the time the liability is established.<br />

At December 31, 2015 and 2014, the aggregate amount of liabilities recorded relative to environmental matters was<br />

$1.0 billion and $965 million, most of which are recorded in other noncurrent liabilities on our Balance Sheets. We have<br />

recorded receivables totaling $858 million and $836 million at December 31, 2015 and 2014, most of which are recorded in<br />

other noncurrent assets on our Balance Sheets, for the estimated future recovery of these costs, as we consider the recovery<br />

probable based on the factors previously mentioned. We project costs and recovery of costs over approximately 20 years.<br />

Our acquisition of Sikorsky included certain environmental remediation liabilities that are among those recorded on our<br />

Balance Sheet, along with the related receivables for probable future recovery. These amounts did not materially impact our<br />

consolidated financial statements.<br />

Environmental cleanup activities usually span several years, which makes estimating liabilities a matter of judgment<br />

because of uncertainties with respect to assessing the extent of the contamination as well as such factors as changing<br />

remediation technologies and continually evolving regulatory environmental standards. There are a number of former<br />

operating facilities that we are monitoring or investigating for potential future remediation. We perform quarterly reviews of<br />

the status of our environmental remediation sites and the related liabilities and receivables. Additionally, in our quarterly<br />

102


eviews we consider these and other factors in estimating the timing and amount of any future costs that may be required for<br />

remediation activities and record a liability when it is probable that a loss has occurred and the loss can be reasonably<br />

estimated. The amount of liability recorded is based on our estimate of the costs to be incurred for remediation at a particular<br />

site. We do not discount the recorded liabilities, as the amount and timing of future cash payments are not fixed or cannot be<br />

reliably determined. We reasonably cannot determine the extent of our financial exposure in all cases as, although a loss may<br />

be probable or reasonably possible, in some cases it is not possible at this time to estimate the loss or reasonably possible loss<br />

or range of loss.<br />

We also are pursuing claims for recovery of costs incurred or contribution to site cleanup costs against other PRPs,<br />

including the U.S. Government, and are conducting remediation activities under various consent decrees and orders relating<br />

to soil, groundwater, sediment or surface water contamination at certain sites of former or current operations. Under an<br />

agreement related to our Burbank and Glendale, California, sites, the U.S. Government reimburses us an amount equal to<br />

approximately 50% of expenditures for certain remediation activities in its capacity as a PRP under the Comprehensive<br />

Environmental Response, Compensation and Liability Act (CERCLA).<br />

On July 1, 2014, a regulation became effective in California setting the maximum level of the contaminant hexavalent<br />

chromium in drinking water at 10 parts per billion (ppb). In May 2014, the California Manufacturers and Technology<br />

Association filed a suit alleging the 10 ppb threshold is lower than is required to protect public health and thus imposes<br />

unjustified costs on the regulated community. We cannot predict the outcome of this suit or whether other challenges may be<br />

advanced by the regulated community or environmental groups which had sought a significantly higher and lower standard,<br />

respectively. If the new standard remains at 10 ppb, it will not have a material impact on our existing remediation costs in<br />

California.<br />

In addition, California is reevaluating its existing drinking water standard with respect to a second contaminant,<br />

perchlorate, and the U.S. Environmental Protection Agency (U.S. EPA) is also considering whether to regulate perchlorate<br />

and hexavalent chromium in drinking water. In February 2016, the Natural Resources Defense Council filed suit in federal<br />

court in New York against the U.S. EPA to compel the U.S. EPA to set an enforceable drinking water standard for<br />

perchlorate. If substantially lower standards are adopted, in either California or at the federal level, for perchlorate, or if the<br />

U.S. EPA were to adopt a standard for hexavalent chromium lower than 10 ppb, we expect a material increase in our<br />

estimates for environmental liabilities and the related assets for the portion of the increased costs that are probable of future<br />

recovery in the pricing of our products and services for the U.S. Government. The amount that would be allocable to our non-<br />

U.S. Government contracts or that is determined to not be recoverable under U.S. Government contracts would be expensed,<br />

which may have a material effect on our earnings in any particular interim reporting period.<br />

Operating Leases<br />

We rent certain equipment and facilities under operating leases. Certain major plant facilities and equipment are<br />

furnished by the U.S. Government under short-term or cancelable arrangements. Our total rental expense under operating<br />

leases was $256 million, $258 million and $315 million for 2015, 2014 and 2013. Future minimum lease commitments at<br />

December 31, 2015 for long-term non-cancelable operating leases were $793 million ($205 million in 2016, $161 million in<br />

2017, $128 million in 2018, $101 million in 2019, $64 million in 2020 and $134 million in later years).<br />

Letters of Credit, Surety Bonds and Third-Party Guarantees<br />

We have entered into standby letters of credit, surety bonds and third-party guarantees with financial institutions and<br />

other third parties primarily relating to advances received from customers and the guarantee of future performance on certain<br />

contracts. Letters of credit and surety bonds generally are available for draw down in the event we do not perform. In some<br />

cases, we may guarantee the contractual performance of third parties such as venture partners. We had total outstanding<br />

letters of credit, surety bonds and third-party guarantees aggregating $3.8 billion at December 31, 2015 and $2.4 billion at<br />

December 31, 2014.<br />

At December 31, 2015 and 2014, third-party guarantees totaled $678 million and $774 million, of which approximately<br />

79% and 85% related to guarantees of contractual performance of ventures to which we currently are or previously were a<br />

party. This amount represents our estimate of the maximum amount we would expect to incur upon the contractual nonperformance<br />

of the venture partners. In addition, we generally have cross-indemnities in place that may enable us to recover<br />

amounts that may be paid on behalf of a venture partner. We believe our current and former venture partners will be able to<br />

perform their obligations, as they have done through December 31, 2015, and that it will not be necessary to make payments<br />

103


under the guarantees. In determining our exposures, we evaluate the reputation, technical capabilities and credit quality of<br />

our current and former venture partners. There were no material amounts recorded in our financial statements related to<br />

third-party guarantees.<br />

United Launch Alliance<br />

In connection with our 50% ownership interest of ULA, we and The Boeing Company (Boeing) are required to provide<br />

ULA an additional capital contribution if ULA is unable to make required payments under its inventory supply agreement<br />

with Boeing. As of December 31, 2015, ULA’s total remaining obligation to Boeing under the inventory supply agreement<br />

was $120 million. The parties have agreed to defer the remaining payment obligation, as it is more than offset by other<br />

commitments to ULA. Accordingly, we do not expect to be required to make a capital contribution to ULA under this<br />

agreement.<br />

In addition, both we and Boeing have cross-indemnified each other for guarantees by us and Boeing of the performance<br />

and financial obligations of ULA under certain launch service contracts. We believe ULA will be able to fully perform its<br />

obligations, as it has done through December 31, 2015, and that it will not be necessary to make payments under the crossindemnities<br />

or guarantees.<br />

Our 50% ownership share of ULA’s net assets exceeded the book value of our investment by approximately<br />

$395 million (of which approximately $40 million remains at December 31, 2015 that will be amortized in 2016). This yearly<br />

amortization and our share of ULA’s net earnings are reported as equity in net earnings (losses) of equity investees in other<br />

income, net on our Statements of Earnings. Our investment in ULA totaled $748 million and $706 million at December 31,<br />

2015 and 2014.<br />

Note 15 – Restructuring Charges<br />

2015 Actions<br />

During 2015, we recorded severance charges totaling $102 million, of which $67 million related to our MST business<br />

segment and $35 million related to our IS&GS business segment (prior to realignment). These charges reduced our 2015 net<br />

earnings by $66 million ($.21 per share). These severance actions resulted from a review of future workload projections and<br />

to reduce our overhead costs in order to improve the affordability of our products and services. The charges consisted of<br />

severance costs associated with the planned elimination of certain positions through either voluntary or involuntary actions.<br />

Upon separation, terminated employees will receive lump-sum severance payments primarily based on years of service, the<br />

majority of which are expected to be paid over the next several quarters. As of December 31, 2015, we have paid<br />

approximately $18 million in severance payments associated with these actions.<br />

In connection with the Sikorsky acquisition, we assumed obligations related to certain restructuring actions committed to<br />

by Sikorsky in June 2015. These actions included a global workforce reduction of approximately 1,400 production-related<br />

positions and facilities consolidations. As of December 31, 2015, accrued restructuring costs associated with these actions are<br />

approximately $15 million, all of which are expected to be paid in 2016. Net of amounts we anticipate to recover through the<br />

pricing of our products and services to our customers, we also expect to incur an additional $40 million of costs in 2016<br />

related to these actions.<br />

2013 Actions<br />

During 2013, we recorded charges related to certain severance actions totaling $201 million, of which $83 million,<br />

$37 million and $81 million related to our IS&GS, MST and Space Systems business segments (prior to realignment). These<br />

charges reduced our 2013 net earnings by $130 million ($.40 per share) and primarily related to a plan we committed to in<br />

November 2013 to close and consolidate certain facilities and reduce our total workforce by approximately 4,000 positions.<br />

These charges also include $30 million related to certain severance actions that occurred in the first quarter of 2013, which<br />

were subsequently paid in 2013.<br />

The November 2013 plan resulted from a strategic review of these businesses’ facility capacity and future workload<br />

projections. Upon separation, terminated employees receive lump-sum severance payments primarily based on years of<br />

service. As of December 31, 2015, we have paid approximately $153 million in severance payments associated with this<br />

action, of which approximately $46 million, $92 million and $15 million was paid in 2015, 2014 and 2013, respectively. The<br />

remaining severance payments are expected to be paid in 2016.<br />

We also expect to incur accelerated costs (e.g., accelerated depreciation expense related to long-lived assets at sites<br />

closed) and incremental costs (e.g., relocation of equipment and other employee related costs) of approximately $10 million,<br />

104


$50 million and $180 million at our IS&GS, MST and Space Systems business segments through the completion of the plan<br />

in 2016. As of December 31, 2015, we have incurred total accelerated and incremental costs of approximately $225 million,<br />

of which approximately $115 million, $90 million and $20 million was recorded in 2015, 2014 and 2013, respectively. The<br />

accelerated and incremental costs are recorded as incurred in cost of sales on our Statements of Earnings and included in the<br />

respective business segment’s results of operations.<br />

We expect to recover a substantial amount of the restructuring charges through the pricing of our products and services<br />

to the U.S. Government and other customers in future periods, with the impact included in the respective business segment’s<br />

results of operations. Of the total severance, accelerated and incremental costs mentioned above, we recovered approximately<br />

$65 million in 2015 and $50 million in 2014 and expect to recover approximately $60 million in 2016.<br />

Note 16 – Fair Value Measurements<br />

Assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following (in millions):<br />

December 31, 2015 December 31, 2014<br />

Total Level 1 Level 2 Total Level 1 Level 2<br />

Assets<br />

Equity securities $89 $89 $— $92 $92 $—<br />

Mutual funds 745 745 — 696 696 —<br />

U.S. Government securities 119 — 119 136 — 136<br />

Other securities 147 — 147 153 — 153<br />

Derivatives 15 — 15 27 — 27<br />

Liabilities<br />

Derivatives 35 — 35 18 — 18<br />

Substantially all assets measured at fair value, other than derivatives, represent investments classified as trading<br />

securities held in a separate trust to fund certain of our non-qualified deferred compensation plans and are recorded in other<br />

noncurrent assets on our Balance Sheets. The fair values of equity securities and mutual funds are determined by reference to<br />

the quoted market price per unit in active markets multiplied by the number of units held without consideration of transaction<br />

costs. The fair values of U.S. Government and other securities are determined using pricing models that use observable<br />

inputs (e.g., interest rates and yield curves observable at commonly quoted intervals), bids provided by brokers or dealers or<br />

quoted prices of securities with similar characteristics. The fair values of derivative instruments, which consist of foreign<br />

currency exchange forward and interest rate swap contracts, primarily are determined based on the present value of future<br />

cash flows using model-derived valuations that use observable inputs such as interest rates, credit spreads and foreign<br />

currency exchange rates. We did not have any transfers of assets or liabilities between levels of the fair value hierarchy<br />

during 2015.<br />

In addition to the financial instruments listed in the table above, we hold other financial instruments, including cash and<br />

cash equivalents, receivables, accounts payable and debt. The carrying amounts for cash and cash equivalents, receivables<br />

and accounts payable approximated their fair values. The estimated fair value of our outstanding debt was $16.5 billion and<br />

$7.9 billion at December 31, 2015 and 2014 and the outstanding principal amount was $16.2 billion and $7.0 billion at<br />

December 31, 2015 and 2014, excluding unamortized discounts of $941 million and $872 million. The estimated fair values<br />

of our outstanding debt were determined based on quoted prices for similar instruments in active markets (Level 2).<br />

In connection with the Sikorsky acquisition, we recorded the assets acquired and liabilities assumed at fair value. The<br />

amounts recorded for certain assets and liabilities are preliminary in nature and are subject to adjustment as additional<br />

information is obtained about the facts and circumstances that existed as of the November 6, 2015 acquisition date. See<br />

Note 3 for further information about the fair values assigned and amounts subject to adjustment.<br />

In the fourth quarter of 2014, we recorded non-cash goodwill impairment charge of $119 million in connection with our<br />

annual goodwill impairment test. The fair value determination of goodwill was determined using a combination of a DCF<br />

analysis and market-based valuation methodologies and was classified as a Level 3 fair value measurement due to the<br />

significance of the unobservable inputs used. See Note 1 for further information on this non-cash goodwill impairment<br />

charge and our valuation methodologies.<br />

105


Note 17 – Summary of Quarterly Information (Unaudited)<br />

A summary of quarterly information is as follows (in millions, except per share data):<br />

2015 Quarters<br />

First Second Third Fourth (a)<br />

Net sales $10,111 $11,643 $11,461 $12,917<br />

Operating profit 1,356 1,445 1,354 1,281<br />

Net earnings (b) 878 929 865 933<br />

Basic earnings per share (c) 2.78 2.98 2.80 3.05<br />

Diluted earnings per share 2.74 2.94 2.77 3.01<br />

2014 Quarters<br />

First Second Third Fourth<br />

Net sales $10,650 $11,306 $11,114 $12,530<br />

Operating profit 1,432 1,426 1,392 1,342<br />

Net earnings (d) 933 889 888 904<br />

Basic earnings per share 2.92 2.81 2.81 2.87<br />

Diluted earnings per share 2.87 2.76 2.76 2.82<br />

(a) The fourth quarter of 2015 incorporates the results of Sikorsky from the November 6, 2015 acquisition date through December 31,<br />

2015, including approximately $400 million in net sales and about $45 million in operating loss, inclusive of intangible amortization<br />

and adjustments required to account for the acquisition.<br />

(b) The fourth quarter of 2015 includes a charge for workforce reductions of approximately $67 million ($44 million after tax) and a tax<br />

benefit of about $71 million due to the retroactive reinstatement of the R&D tax credit in 2015.<br />

(c) The sum of the quarterly earnings per share amounts do not equal the earnings per share amounts included on our Statements of<br />

Earnings, primarily due to the timing of our share repurchases during each respective year.<br />

(d) The fourth quarter of 2014 includes a charge of approximately $119 million ($107 million after tax) related to a non-cash goodwill<br />

impairment charge and a tax benefit of about $45 million due to the retroactive reinstatement of the R&D tax credit in 2014.<br />

106


ITEM 9.<br />

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.<br />

None.<br />

ITEM 9A.<br />

Controls and Procedures.<br />

Evaluation of Disclosure Controls and Procedures<br />

We performed an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2015.<br />

The evaluation was performed with the participation of senior management of each business segment and key Corporate<br />

functions, under the supervision of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Based on this<br />

evaluation, the CEO and CFO concluded that our disclosure controls and procedures were operating and effective as of<br />

December 31, 2015.<br />

Management’s Report on Internal Control Over Financial Reporting<br />

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our<br />

internal control system was designed to provide reasonable assurance to our management and board of directors regarding<br />

the reliability of financial reporting and the preparation of financial statements for external purposes.<br />

Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of<br />

December 31, 2015. This assessment was based on the criteria set forth by the Committee of Sponsoring Organizations of the<br />

Treadway Commission in Internal Control – Integrated Framework (2013 framework). Based on this assessment,<br />

management has concluded that, as of December 31, 2015, our internal control over financial reporting was effective.<br />

Our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2015 did not<br />

include an assessment of the effectiveness of internal control over financial reporting of Sikorsky Aircraft Corporation<br />

(Sikorsky), which was acquired on November 6, 2015. The operating results of Sikorsky are included in our consolidated<br />

financial statements from the period subsequent to the acquisition date and, excluding goodwill and intangible assets, include<br />

$5.0 billion of assets as of December 31, 2015 and $400 million and $45 million in net sales and operating loss, respectively,<br />

for the year then ended. We will perform an assessment of the effectiveness of Sikorsky’s internal control over financial<br />

reporting within one year of the date of acquisition.<br />

Our independent registered public accounting firm has issued a report on the effectiveness of our internal control over<br />

financial reporting, which is below.<br />

Changes in Internal Control Over Financial Reporting<br />

Except as described below, here were no changes in our internal control over financial reporting during the most recently<br />

completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over<br />

financial reporting.<br />

We are in the process of integrating Sikorsky’s operations with our operations, including integration of financial<br />

reporting processes and procedures and internal controls over financial reporting. We believe we will be able to maintain<br />

sufficient controls over our financial reporting throughout this integration process. Because of the size and complexity and<br />

the timing of the Sikorsky acquisition, the internal controls over financial reporting of Sikorsky have been excluded from our<br />

assessment of the effectiveness of our internal control over financial reporting as of December 31, 2015 (as described above).<br />

107


Board of Directors and Stockholders<br />

Lockheed Martin Corporation<br />

Report of Ernst & Young LLP,<br />

Independent Registered Public Accounting Firm,<br />

Regarding Internal Control Over Financial Reporting<br />

We have audited Lockheed Martin Corporation’s internal control over financial reporting as of December 31, 2015,<br />

based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring<br />

Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Lockheed Martin Corporation’s<br />

management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the<br />

effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal<br />

Control Over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over<br />

financial reporting based on our audit.<br />

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).<br />

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control<br />

over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control<br />

over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating<br />

effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the<br />

circumstances. We believe that our audit provides a reasonable basis for our opinion.<br />

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding<br />

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with<br />

generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and<br />

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the<br />

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as<br />

necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that<br />

receipts and expenditures of the company are being made only in accordance with authorizations of management and<br />

directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized<br />

acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.<br />

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.<br />

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become<br />

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may<br />

deteriorate.<br />

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s<br />

assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal<br />

controls of Sikorsky Aircraft Corporation, which is included in the 2015 consolidated financial statements of Lockheed<br />

Martin Corporation and constituted $5.0 billion of assets (excluding goodwill and intangible assets) as of December 31, 2015<br />

and $400 million and $45 million of net sales and operating loss, respectively, for the year then ended. Our audit of internal<br />

control over financial reporting of Lockheed Martin Corporation also did not include an evaluation of the internal control<br />

over financial reporting of Sikorsky Aircraft Corporation.<br />

In our opinion, Lockheed Martin Corporation maintained, in all material respects, effective internal control over<br />

financial reporting as of December 31, 2015, based on the COSO criteria.<br />

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United<br />

States), the consolidated balance sheets of Lockheed Martin Corporation as of December 31, 2015 and 2014, and the related<br />

consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the three years<br />

in the period ended December 31, 2015 of Lockheed Martin Corporation and our report dated February 24, 2016 expressed<br />

an unqualified opinion thereon.<br />

McLean, Virginia<br />

February 24, 2016<br />

108


ITEM 9B.<br />

Other Information.<br />

None.<br />

PART III<br />

ITEM 10.<br />

Directors, Executive Officers and Corporate Governance.<br />

The information concerning directors required by Item 401 of Regulation S-K is included under the caption “Proposal<br />

1 – Election of Directors” in our definitive Proxy Statement to be filed pursuant to Regulation 14A (the 2016 Proxy<br />

Statement), and that information is incorporated by reference in this Form 10-K. Information concerning executive officers<br />

required by Item 401 of Regulation S-K is located under Part I, Item 4(a) of this Form 10-K. The information required by<br />

Item 405 of Regulation S-K is included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the<br />

2016 Proxy Statement, and that information is incorporated by reference in this Form 10-K. The information required by<br />

Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is included under the captions “Committees of the Board of Directors –<br />

2015 Membership on Board Committees” and “Committees of the Board of Directors – Audit Committee Report” in the<br />

2016 Proxy Statement, and that information is incorporated by reference in this Form 10-K.<br />

We have had a written code of ethics in place since our formation in 1995. Setting the Standard, our Code of Ethics and<br />

Business Conduct, applies to all our employees, including our principal executive officer, principal financial officer, and<br />

principal accounting officer and controller, and to members of our Board of Directors. A copy of our Code of Ethics and<br />

Business Conduct is available on our investor relations website: www.lockheedmartin.com/investor. Printed copies of our<br />

Code of Ethics and Business Conduct may be obtained, without charge, by contacting Investor Relations, Lockheed Martin<br />

Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817. We are required to disclose any change to, or waiver from,<br />

our Code of Ethics and Business Conduct for our Chief Executive Officer and senior financial officers. We use our website<br />

to disseminate this disclosure as permitted by applicable SEC rules.<br />

ITEM 11.<br />

Executive Compensation.<br />

The information required by Item 402 of Regulation S-K is included in the text and tables under the captions “Executive<br />

Compensation” and “Director Compensation” in the 2016 Proxy Statement and that information is incorporated by reference<br />

in this Form 10-K. The information required by Item 407(e)(5) of Regulation S-K is included under the caption “Executive<br />

Compensation – Compensation Committee Report” in the 2016 Proxy Statement, and that information is furnished by<br />

incorporation by reference in this Form 10-K.<br />

ITEM 12.<br />

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.<br />

The information required by Item 12 is included under the heading “Security Ownership of Management and Certain<br />

Beneficial Owners” in the 2016 Proxy Statement, and that information is incorporated by reference in this Form 10-K. The<br />

information required by this Item 12 related to our equity compensation plans that authorize the issuance of shares of<br />

Lockheed Martin common stock to employees and directors is included under the heading “Executive Compensation –<br />

Equity Compensation Plan Information” in the 2016 Proxy Statement, and that information is incorporated by reference in<br />

this Form 10-K.<br />

ITEM 13.<br />

Certain Relationships and Related Transactions and Director Independence.<br />

The information required by this Item 13 is included under the captions “Corporate Governance – Related Person<br />

Transaction Policy,” “Corporate Governance – Certain Relationships and Related Person Transactions of Directors,<br />

Executive Officers, and 5 Percent Stockholders,” and “Corporate Governance – Director Independence” in the 2016 Proxy<br />

Statement, and that information is incorporated by reference in this Form 10-K.<br />

ITEM 14.<br />

Principal Accountant Fees and Services.<br />

The information required by this Item 14 is included under the caption “Proposal 2 – Ratification of Appointment of<br />

Independent Auditors” in the 2016 Proxy Statement, and that information is incorporated by reference in this Form 10-K.<br />

109


PART IV<br />

ITEM 15.<br />

Exhibits and Financial Statement Schedules.<br />

List of financial statements filed as part of this Form 10-K<br />

The following financial statements of Lockheed Martin Corporation and consolidated subsidiaries are included in Item 8<br />

of this Form 10-K at the page numbers referenced below:<br />

Consolidated Statements of Earnings – Years ended December 31, 2015, 2014 and 2013 ..................... 67<br />

Consolidated Statements of Comprehensive Income – Years ended December 31, 2015, 2014 and 2013 ......... 68<br />

Consolidated Balance Sheets – At December 31, 2015 and 2014 ........................................ 69<br />

Consolidated Statements of Cash Flows – Years ended December 31, 2015, 2014 and 2013 ................... 70<br />

Consolidated Statements of Stockholders’ Equity – Years ended December 31, 2015, 2014 and 2013 ........... 71<br />

Notes to Consolidated Financial Statements ......................................................... 72<br />

The report of Lockheed Martin Corporation’s independent registered public accounting firm with respect to the abovereferenced<br />

financial statements and their report on internal control over financial reporting appear on pages 66 and 108 of<br />

this Form 10-K. Their consent appears as Exhibit 23 of this Form 10-K.<br />

List of financial statement schedules filed as part of this Form 10-K<br />

All schedules have been omitted because they are not applicable, not required or the information has been otherwise<br />

supplied in the financial statements or notes to the financial statements.<br />

Exhibits<br />

2.1 Stock Purchase Agreement dated as of July 19, 2015 by and among United Technologies Corporation, the<br />

other Sellers identified therein and Lockheed Martin Corporation (incorporated by reference to Exhibit 2.1 to<br />

Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on July 20, 2015). The<br />

schedules and exhibits to the Stock Purchase Agreement have been omitted pursuant to Item 601(b)(2) of<br />

Regulation S-K. Lockheed Martin agrees to furnish supplementally a copy of such schedules and exhibits, or<br />

any section thereof, to the SEC upon request.<br />

2.2 Amendment No. 1 to Stock Purchase Agreement dated as of November 5, 2015 by and among United<br />

Technologies Corporation and certain affiliated entities identified therein and Lockheed Martin Corporation<br />

(incorporated by reference to Exhibit 2.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed<br />

with the SEC on November 6, 2015). The exhibits to Amendment No. 1 to Stock Purchase Agreement have<br />

been omitted pursuant to Item 601(b)(2) of Regulation S-K. Lockheed Martin agrees to furnish supplementally<br />

a copy of such exhibits, or any section thereof, to the SEC upon request.<br />

2.3 Agreement and Plan of Merger, dated as of January 26, 2016, among Lockheed Martin Corporation, Leidos<br />

Holdings, Inc., Abacus Innovations Corporation and Lion Merger Co. (incorporated by reference to Exhibit 2.1<br />

to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on January 27, 2016). The<br />

schedules and attachments to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of<br />

Regulation S-K, and such schedules and attachments will be furnished to the SEC upon request.<br />

2.4 Separation Agreement, dated as of January 26, 2016, between Lockheed Martin Corporation and Abacus<br />

Innovations Corporation (incorporated by reference to Exhibit 2.2 to Lockheed Martin Corporation’s Current<br />

Report on Form 8-K filed with the SEC on January 27, 2016). The schedules and attachments to the Separation<br />

Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and such schedules and<br />

attachments will be furnished to the SEC upon request.<br />

3.1 Charter of Lockheed Martin Corporation, as amended by Articles of Amendment dated April 23, 2009<br />

(incorporated by reference to Exhibit 3.1 to Lockheed Martin Corporation’s Annual Report on Form 10-K for<br />

the year ended December 31, 2010 (File No. 001-11437)).<br />

3.2 Bylaws of Lockheed Martin Corporation, as amended effective January 24, 2013 (incorporated by reference to<br />

Exhibit 3.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on January 28,<br />

2013).<br />

110<br />

Page


4.1 Indenture, dated May 15, 1996, among Lockheed Martin Corporation, Lockheed Martin Tactical Systems, Inc.<br />

and First Trust of Illinois, National Association as Trustee (incorporated by reference to Exhibit 4.A to<br />

Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on May 20, 1996<br />

(File No. 001-11437)).<br />

4.2 Indenture, dated as of August 30, 2006, between Lockheed Martin Corporation and The Bank of New York<br />

(incorporated by reference to Exhibit 99.1 to Lockheed Martin Corporation’s Current Report on Form 8-K<br />

filed with the SEC on August 31, 2006 (File No. 001-11437)).<br />

4.3 Indenture, dated as of March 11, 2008, between Lockheed Martin Corporation and The Bank of New York<br />

(incorporated by reference to Exhibit 4.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed<br />

with the SEC on March 12, 2008 (File No. 001-11437)).<br />

4.4 Indenture, dated as of May 25, 2010, between Lockheed Martin Corporation and U.S. Bank National<br />

Association (incorporated by reference to Exhibit 99.1 to Lockheed Martin Corporation’s Current Report on<br />

Form 8-K filed with the SEC on May 25, 2010 (File No. 001-11437)).<br />

4.5 Indenture, dated as of September 6, 2011, between Lockheed Martin Corporation and U.S. Bank National<br />

Association (incorporated by reference to Exhibit 4.1 to Lockheed Martin Corporation’s Current Report on<br />

Form 8-K filed with the SEC on September 8, 2011 (File No. 001-11437)).<br />

4.6 Indenture, dated as of December 14, 2012, between Lockheed Martin Corporation and U.S. Bank National<br />

Association (incorporated by reference to Exhibit 99.1 to Lockheed Martin Corporation’s Current Report on<br />

Form 8-K filed with the SEC on December 17, 2012).<br />

See also Exhibits 3.1 and 3.2.<br />

No instruments defining the rights of holders of long-term debt that is not registered are filed because the total<br />

amount of securities authorized under any such instrument does not exceed 10% of the total assets of Lockheed<br />

Martin Corporation on a consolidated basis. Lockheed Martin Corporation agrees to furnish a copy of such<br />

instruments to the SEC upon request.<br />

10.1 364-Day Credit Agreement dated as of October 9, 2015, among Lockheed Martin Corporation, the lenders<br />

listed therein, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to<br />

Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on October 13, 2015).<br />

10.2 Five-Year Credit Agreement dated as of October 9, 2015, among Lockheed Martin Corporation, the lenders<br />

listed therein, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to<br />

Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on October 13, 2015).<br />

10.3 Joint Venture Master Agreement, dated as of May 2, 2005, by and among Lockheed Martin Corporation, The<br />

Boeing Company and United Launch Alliance, L.L.C. (incorporated by reference to Exhibit 10.2 to Lockheed<br />

Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 001-<br />

11437)).<br />

10.4 Lockheed Martin Corporation Directors Deferred Stock Plan, as amended (incorporated by reference to<br />

Exhibit 10.4 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q for the quarter ended<br />

September 30, 2002 (File No. 001-11437)).<br />

10.5 Lockheed Martin Corporation Directors Deferred Compensation Plan, as amended (incorporated by reference<br />

to Exhibit 10.2 to Lockheed Martin Corporation’s Annual Report on Form 10-K for the year ended December<br />

31, 2008 (File No. 001-11437)).<br />

10.6 Martin Marietta Corporation Directors’ Life Insurance Program (incorporated by reference to Exhibit 10.17 to<br />

Lockheed Martin Corporation’s Registration Statement on Form S-4 (File No. 033-57645) filed with the SEC<br />

on February 9, 1995).<br />

10.7 Lockheed Martin Corporation Directors Equity Plan, as amended (incorporated by reference to Exhibit 10.1 to<br />

Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on November 2, 2006<br />

(File No. 001-11437)).<br />

10.8 Lockheed Martin Corporation 2009 Directors Equity Plan (incorporated by reference to Appendix E to<br />

Lockheed Martin Corporation’s Definitive Proxy Statement on schedule 14A filed with the SEC on March 14,<br />

2008 (File No. 001-11437)).<br />

111


10.9 Lockheed Martin Corporation Supplemental Savings Plan, as amended and restated effective January 1, 2015<br />

(incorporated by reference to Exhibit 10.4 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q<br />

for the quarter ended March 29, 2015).<br />

10.10 Lockheed Martin Corporation Deferred Management Incentive Compensation Plan, as amended and restated<br />

effective January 1, 2015 (incorporated by reference to Exhibit 10.3 to Lockheed Martin Corporation’s<br />

Quarterly Report on Form 10-Q for the quarter ended March 29, 2015).<br />

10.11 Lockheed Martin Corporation Amended and Restated 2006 Management Incentive Compensation Plan<br />

(Performance Based), amended and restated effective January 1, 2016 (incorporated by reference to Exhibit<br />

10.1 to Lockheed Martin Corporation’s Current Report on Form 8-K filed with the SEC on February 2, 2016).<br />

10.12 Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan (incorporated<br />

by reference to Exhibit 10.17 to Lockheed Martin Corporation’s Annual Report on Form 10-K for the year<br />

ended December 31, 2008 (File No. 001-11437)).<br />

10.13 Forms of Stock Option Award Agreements under the Lockheed Martin Corporation 2003 Incentive<br />

Performance Award Plan (incorporated by reference to Exhibit 10.39 to Lockheed Martin Corporation’s<br />

Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001-11437)).<br />

10.14 Forms of Stock Option Award Agreements under the Lockheed Martin Corporation 2003 Incentive<br />

Performance Award Plan (incorporated by reference to Exhibit 10.32 to Lockheed Martin Corporation’s<br />

Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11437)).<br />

10.15 Forms of Stock Option Award Agreements under the Lockheed Martin Corporation 2003 Incentive<br />

Performance Award Plan (incorporated by reference to Exhibit 10.33 to Lockheed Martin Corporation’s<br />

Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-11437)).<br />

10.16 Form of Stock Option Award Agreement under the Lockheed Martin Corporation 2003 Incentive Performance<br />

Award Plan (incorporated by reference to Exhibit 99.3 of Lockheed Martin Corporation’s Current Report on<br />

Form 8-K filed with the SEC on February 3, 2011 (File No. 001-11437)).<br />

10.17 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.34 to Lockheed Martin<br />

Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-11437)).<br />

10.18 Lockheed Martin Corporation 2011 Incentive Performance Award Plan, as amended and restated effective<br />

September 24, 2015 (incorporated by reference to Exhibit 10.2 to Lockheed Martin Corporation’s Current<br />

Report on Form 8-K filed with the SEC on September 24, 2015).<br />

10.19 Form of Restricted Stock Unit Award Agreement, Form of Performance Stock Unit Award Agreement (2013-<br />

2015 performance period), and Form of Long-Term Incentive Performance Award Agreement (2013-2015<br />

performance period) under the Lockheed Martin Corporation 2011 Incentive Performance Award Plan<br />

(incorporated by reference to Exhibits 10.3, 10.4 and 10.5, respectively, to Lockheed Martin Corporation’s<br />

Current Report on Form 8-K filed with the SEC on January 28, 2013).<br />

10.20 Forms of Stock Option Award Agreements under the Lockheed Martin Corporation 2011 Incentive<br />

Performance Award Plan (incorporated by reference to Exhibit 10.39 of Lockheed Martin Corporation’s<br />

Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-11437)).<br />

10.21 Form of Restricted Stock Unit Award Agreement, Form of Long-Term Incentive Performance Award<br />

Agreement (2014-2016 performance period), and Form of Performance Stock Unit Award Agreement (2014-<br />

2016 performance period) under the Lockheed Martin Corporation 2011 Incentive Performance Award Plan<br />

(incorporated by reference to Exhibits 10.3, 10.4 and 10.5, respectively, to Lockheed Martin Corporation’s<br />

Current Report on Form 8-K filed with the SEC on January 28, 2014).<br />

10.22 Lockheed Martin Corporation Nonqualified Capital Accumulation Plan, as amended and restated generally<br />

effective as of December 18, 2015.<br />

10.23 Lockheed Martin Corporation Supplemental Retirement Plan, as amended and restated effective July 1, 2015<br />

(incorporated by reference to Exhibit 10.3 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q<br />

for the quarter ended June 28, 2015).<br />

10.24 Supplemental Retirement Benefit Plan for Certain Transferred Employees of Lockheed Martin Corporation, as<br />

amended and restated through July 1, 2015 (incorporated by reference to Exhibit 10.4 to Lockheed Martin<br />

Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2015).<br />

112


10.25 Lockheed Martin Supplementary Pension Plan for Transferred Employees of GE Operations, as amended and<br />

restated (incorporated by reference to Exhibit 10.4 to Lockheed Martin Corporation’s Quarterly Report on<br />

Form 10-Q for the quarter ended June 29, 2014).<br />

10.26 Lockheed Martin Corporation Executive Severance Plan, as amended and restated effective June 1, 2015<br />

(incorporated by reference to Exhibit 10.1 to Lockheed Martin Corporation’s Quarterly Report on Form 10-Q<br />

for the quarter ended June 28, 2015).<br />

10.27 Non-Employee Director Compensation Summary (incorporated by reference to Exhibit 10.1 to Lockheed<br />

Martin Corporation’s Current Report on Form 8-K filed with the SEC on June 26, 2015).<br />

10.28 Form of Restricted Stock Unit Award Agreement, Form of Long-Term Incentive Performance Award<br />

Agreement (2015-2017 performance period), and Form of Performance Stock Unit Award Agreement (2015-<br />

2017 performance period) under the Lockheed Martin Corporation 2011 Incentive Performance Award Plan<br />

(incorporated by reference to Exhibit 10.30 to Lockheed Martin Corporation’s Annual Report on Form 10-K<br />

for the year ended December 31, 2014).<br />

10.29 Form of Restricted Stock Unit Award Agreement, Form of Performance Stock Unit Award Agreement (2016-<br />

2018 performance period), and Form of Long-Term Incentive Performance Award Agreement (2016-2018<br />

performance period) under the Lockheed Martin Corporation 2011 Incentive Performance Award Plan<br />

(incorporated by reference to Exhibits 10.2, 10.3 and 10.4, respectively, to Lockheed Martin Corporation’s<br />

Current Report on Form 8-K filed on February 2, 2016).<br />

12 Computation of ratio of earnings to fixed charges.<br />

21 Subsidiaries of Lockheed Martin Corporation.<br />

23 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.<br />

24 Powers of Attorney.<br />

31.1 Certification of Marillyn A. Hewson pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.<br />

31.2 Certification of Bruce L. Tanner pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.<br />

32 Certification of Marillyn A. Hewson and Bruce L. Tanner Pursuant to 18 U.S.C. Section 1350, as adopted<br />

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.<br />

101.INS XBRL Instance Document<br />

101.SCH XBRL Taxonomy Extension Schema Document<br />

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document<br />

101.DEF XBRL Taxonomy Extension Definition Linkbase Document<br />

101.LAB XBRL Taxonomy Extension Label Linkbase Document<br />

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document<br />

* Exhibits 10.4 through 10.29 constitute management contracts or compensatory plans or arrangements.<br />

113


SIGNATURES<br />

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly<br />

caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.<br />

Lockheed Martin Corporation<br />

(Registrant)<br />

Date: February 24, 2016<br />

By:<br />

Brian P. Colan<br />

Vice President, Controller, and Chief<br />

Accounting Officer<br />

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following<br />

persons on behalf of the registrant and in the capacities and on the dates indicated.<br />

Signatures Titles Date<br />

Marillyn A. Hewson<br />

Bruce L. Tanner<br />

Chairman, President and Chief Executive<br />

Officer (Principal Executive Officer)<br />

Executive Vice President and Chief Financial<br />

Officer (Principal Financial Officer)<br />

February 24, 2016<br />

February 24, 2016<br />

Brian P. Colan<br />

*<br />

Daniel F. Akerson<br />

*<br />

Nolan D. Archibald<br />

*<br />

Rosalind G. Brewer<br />

*<br />

David B. Burritt<br />

*<br />

Bruce A. Carlson<br />

*<br />

James O. Ellis, Jr.<br />

*<br />

Thomas J. Falk<br />

*<br />

Gwendolyn S. King<br />

*<br />

James M. Loy<br />

*<br />

Joseph W. Ralston<br />

*<br />

Anne Stevens<br />

Vice President, Controller, and Chief Accounting<br />

Officer (Principal Accounting Officer)<br />

February 24, 2016<br />

Director February 24, 2016<br />

Director February 24, 2016<br />

Director February 24, 2016<br />

Director February 24, 2016<br />

Director February 24, 2016<br />

Director February 24, 2016<br />

Director February 24, 2016<br />

Director February 24, 2016<br />

Director February 24, 2016<br />

Director February 24, 2016<br />

Director February 24, 2016<br />

*By Maryanne R. Lavan pursuant to a Power of Attorney executed by the Directors listed above, which has been filed<br />

with this Annual Report on Form 10-K.<br />

Date: February 24, 2016<br />

By:<br />

Maryanne R. Lavan<br />

Attorney-in-fact<br />

114


[THIS PAGE INTENTIONALLY LEFT BLANK]


CERTIFICATION OF MARILLYN A. HEWSON PURSUANT TO<br />

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002<br />

Exhibit 31.1<br />

I, Marillyn A. Hewson, certify that:<br />

1. I have reviewed this Annual Report on Form 10-K of Lockheed Martin Corporation;<br />

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material<br />

fact necessary to make the statements made, in light of the circumstances under which such statements were made, not<br />

misleading with respect to the period covered by this report;<br />

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present<br />

in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the<br />

periods presented in this report;<br />

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and<br />

procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as<br />

defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be<br />

designed under our supervision, to ensure that material information relating to the registrant, including its<br />

consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in<br />

which this report is being prepared;<br />

Designed such internal control over financial reporting, or caused such internal control over financial reporting to<br />

be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting<br />

and the preparation of financial statements for external purposes in accordance with generally accepted accounting<br />

principles;<br />

Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our<br />

conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered<br />

by this report based on such evaluation; and<br />

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during<br />

the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that<br />

has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial<br />

reporting;<br />

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control<br />

over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or<br />

persons performing the equivalent functions):<br />

(a)<br />

(b)<br />

All significant deficiencies and material weaknesses in the design or operation of internal control over financial<br />

reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and<br />

report financial information; and<br />

Any fraud, whether or not material, that involves management or other employees who have a significant role in<br />

the registrant’s internal control over financial reporting.<br />

Marillyn A. Hewson<br />

Chief Executive Officer<br />

Date: February 24, 2016


CERTIFICATION OF BRUCE L. TANNER PURSUANT TO<br />

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002<br />

Exhibit 31.2<br />

I, Bruce L. Tanner, certify that:<br />

1. I have reviewed this Annual Report on Form 10-K of Lockheed Martin Corporation;<br />

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material<br />

fact necessary to make the statements made, in light of the circumstances under which such statements were made, not<br />

misleading with respect to the period covered by this report;<br />

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present<br />

in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the<br />

periods presented in this report;<br />

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and<br />

procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as<br />

defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be<br />

designed under our supervision, to ensure that material information relating to the registrant, including its<br />

consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in<br />

which this report is being prepared;<br />

Designed such internal control over financial reporting, or caused such internal control over financial reporting to<br />

be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting<br />

and the preparation of financial statements for external purposes in accordance with generally accepted accounting<br />

principles;<br />

Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our<br />

conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered<br />

by this report based on such evaluation; and<br />

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during<br />

the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that<br />

has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial<br />

reporting;<br />

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control<br />

over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or<br />

persons performing the equivalent functions):<br />

(a)<br />

(b)<br />

All significant deficiencies and material weaknesses in the design or operation of internal control over financial<br />

reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and<br />

report financial information; and<br />

Any fraud, whether or not material, that involves management or other employees who have a significant role in<br />

the registrant’s internal control over financial reporting.<br />

Bruce L. Tanner<br />

Chief Financial Officer<br />

Date: February 24, 2016


Exhibit 32<br />

CERTIFICATION OF MARILLYN A. HEWSON AND BRUCE L. TANNER PURSUANT TO 18 U.S.C.<br />

SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002<br />

In connection with the Annual Report of Lockheed Martin Corporation (the “Corporation”) on Form 10-K for the period<br />

ended December 31, 2015, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I,<br />

Marillyn A. Hewson, Chief Executive Officer of the Corporation, and I, Bruce L. Tanner, Chief Financial Officer of the<br />

Corporation, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act<br />

of 2002, that to my knowledge:<br />

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;<br />

and<br />

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results<br />

of operations of the Corporation.<br />

Marillyn A. Hewson<br />

Chief Executive Officer<br />

Date: February 24, 2016<br />

Bruce L. Tanner<br />

Chief Financial Officer


[THIS PAGE INTENTIONALLY LEFT BLANK]


NON-GAAP DEFINITIONS AND RECONCILIATION OF NON-GAAP MEASURES TO GAAP<br />

MEASURES<br />

This annual report contains non-generally accepted accounting principles (GAAP) financial measures. While we<br />

believe that these non-GAAP financial measures may be useful in evaluating Lockheed Martin, this information<br />

should be considered supplemental and is not a substitute for financial information prepared in accordance with<br />

GAAP. In addition, our definitions for non-GAAP measures may differ from similarly titled measures used by other<br />

companies or analysts.<br />

Segment Operating Profit / Margin<br />

Segment Operating Profit represents the total earnings from our business segments before unallocated income<br />

and expense, interest expense, other non-operating income and expense, and income tax expense. This<br />

measure is used by our senior management in evaluating the performance of our business segments. The<br />

caption “Total Unallocated Items” reconciles Segment Operating Profit to Consolidated Operating Profit. Segment<br />

Margin is calculated by dividing Segment Operating Profit by Net Sales.<br />

In millions 2015 2014 2013<br />

Net Sales $46,132 $45,600 $ 45,358<br />

Consolidated Operating Profit $ 5,436 $ 5,592 $ 4,505<br />

Less: Total Unallocated Items (50) 4 (1,247)<br />

Segment Operating Profit (Non-GAAP) $ 5,486 $ 5,588 $ 5,752<br />

Consolidated Operating Margin 11.8% 12.3% 9.9%<br />

Segment Operating Margin (Non-GAAP) 11.9% 12.3% 12.7%<br />

Free Cash Flow<br />

Lockheed Martin defines Free Cash Flow (FCF) as Cash from Operations, less Capital Expenditures.<br />

In millions 2015<br />

Cash from Operations $5,101<br />

Capital Expenditures (939)<br />

Free Cash Flow (Non-GAAP) $4,162


GENERAL INFORMATION<br />

As of December 31, 2015, there were approximately 30,054 holders of record of Lockheed Martin common stock and<br />

304,960,849 shares outstanding.<br />

TRANSFER AGENT & REGISTRAR<br />

Computershare Trust Company, N.A.<br />

Shareholder Services<br />

P.O. Box 30170<br />

College Station, TX 77842-3170<br />

Telephone: 1-877-498-8861<br />

TDD for the hearing impaired: 1-800-952-9245<br />

Internet: www.computershare.com/investor<br />

DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN<br />

Lockheed Martin Direct Invest is a convenient direct stock purchase and dividend reinvestment program available<br />

for new investors to make an initial investment in Lockheed Martin common stock and for existing stockholders to<br />

increase their holdings of Lockheed Martin common stock. For more information about Lockheed Martin Direct<br />

Invest, contact our transfer agent, Computershare Trust Company, N.A. at 1-877-498-8861, or view plan materials<br />

online and enroll electronically at www.computershare.com/investor<br />

INDEPENDENT AUDITORS<br />

Ernst & Young LLP<br />

8484 Westpark Drive<br />

McLean, VA 22102<br />

703-747-1000<br />

COMMON STOCK<br />

Stock symbol: LMT<br />

Listed: New York Stock Exchange (NYSE)<br />

2015 FORM 10-K<br />

Our 2015 Form 10-K is included in this Annual Report in its entirety with the exception of certain exhibits. All of<br />

the exhibits may be obtained on our Investor Relations homepage at www.lockheedmartin.com/investor or by<br />

accessing our filings with the U.S. Securities and Exchange Commission. In addition, stockholders may obtain a<br />

paper copy of any exhibit by writing to:<br />

Jerome F. Kircher III — Vice President Investor Relations<br />

Lockheed Martin Corporation<br />

Investor Relations Department MP 279<br />

6801 Rockledge Drive, Bethesda, MD 20817<br />

Corporate financial data and requests for printed materials may be obtained on our website at<br />

www.lockheedmartin.com/investor


a<br />

6801 Rockledge Drive<br />

Bethesda, MD 20817<br />

wwwcom<br />

The covrrtr,<br />

which cotst-crecyrr<br />

elemetrF<br />

30 %<br />

The FrtRcot<br />

st-crecyrrrewgas<br />

rELF<br />

30 %<br />

PAPER CERTIFIED<br />

FOR REDUCED<br />

ENVIRONMENTAL<br />

IMPACT. VIEW SPECIFIC<br />

ATTRIBUTES EVALUATED:<br />

UL.COM/EL<br />

UL 2771<br />

©ra

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!